Kohl’s executive reports equity awards and tax withholding

Kohl’s Corp senior executive Jennifer J. Kent reported routine equity compensation-related share movements.

Rhea-AI Filing Summary

Kohl’s Corp senior executive Jennifer J. Kent reported routine equity compensation-related share movements. On April 1, 2026, she received additional common shares issued as dividend equivalents on performance share units and vested restricted stock units, tied to a $0.125 per share cash dividend paid on all common stock.

On the same date, a portion of the newly issued shares was withheld to cover tax obligations, using shares valued at $12.90 each. After these awards and tax withholdings, she directly held 257,394 shares of Kohl’s common stock, including 123,831 unvested restricted stock units, indicating a substantial ongoing equity stake.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Kent Jennifer J.

Role Sr. EVP, CLO & Corp. Sec.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	202	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	95	$12.90	$1K
Grant/Award	Common Stock	380	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	180	$12.90	$2K

Holdings After Transaction: Common Stock — 257,394 shares (Direct)

Footnotes (5)

1. F1. 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. F2. Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares.
3. F3. Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units.
4. F4. 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. F5. Includes 123,831 unvested restricted stock units.

Key Figures

Dividend amount: $0.125 per share Share grant 1: 202 shares Share grant 2: 380 shares +4 more

7 metrics

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

Share grant 1 202 shares Additional common shares for performance share unit dividend equivalents on April 1, 2026

Share grant 2 380 shares Additional common shares for restricted stock unit dividend equivalents on April 1, 2026

Tax withholding 1 95 shares at $12.90 Shares withheld to satisfy tax obligations on additional share issuance

Tax withholding 2 180 shares at $12.90 Shares withheld for taxes on RSU dividend equivalent vesting

Shares held after transactions 257,394 shares Direct Kohl’s common stock holdings following April 1, 2026 activity

Unvested RSUs included 123,831 units Unvested restricted stock units included in post-transaction holdings

Key Terms

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

5 terms

performance share units financial

"shares issued in settlement of performance share units in lieu of a $0.125 per share dividend"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

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 financial

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

A dividend equivalent is a payment someone receives that matches the cash dividends paid on a stock, even though they don’t actually hold the shares. It often shows up in stock-based pay or certain derivatives, and matters to investors because it preserves the income value and alters the after-tax return and timing of payouts — think of it like getting a paycheck for the dividends you would have earned if you owned the stock directly.

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"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Kohl’s (KSS) executive Jennifer J. Kent report?

Jennifer J. Kent reported equity compensation-related activity, receiving additional common shares as dividend equivalents on performance share units and restricted stock units, and surrendering shares to cover related tax obligations. These are routine, non-open-market transactions rather than discretionary stock purchases or sales.

How many Kohl’s (KSS) shares does Jennifer J. Kent hold after these transactions?

After the reported transactions, Jennifer J. Kent directly holds 257,394 shares of Kohl’s common stock. This total includes both vested and unvested equity, with 123,831 of these shares represented by unvested restricted stock units granted under the company’s long-term compensation programs.

Were Jennifer J. Kent’s Kohl’s (KSS) transactions open-market buys or sells?

The filing shows no open-market buying or selling. The acquisitions are grants of additional shares as dividend equivalents, while the dispositions are shares withheld to satisfy tax liabilities. These events are mechanical outcomes of compensation plans, not discretionary market trades.

What is the significance of the $0.125 dividend in the Kohl’s (KSS) Form 4 filing?

Kohl’s paid a cash dividend of $0.125 per share on all common stock, payable April 1, 2026. In connection with this, additional shares were issued to Jennifer J. Kent as dividend equivalents on her performance share units and restricted stock units, reflecting the dividend on her equity awards.

At what price were Kohl’s (KSS) shares used for tax withholding in this Form 4?

Shares used to satisfy tax withholding obligations related to the dividend-equivalent share issuances were valued at $12.90 per share. Rather than paying cash, a portion of the awarded shares was withheld at this price to cover the associated tax liabilities for the executive.

What types of equity awards are referenced in the Kohl’s (KSS) insider filing?

The filing references performance share units and restricted stock units granted under Kohl’s Long-Term Compensation Plan. Additional common shares were issued as dividend equivalents on these awards, and some of those shares were withheld to satisfy tax obligations when the awards vested or were settled.

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

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Accepted by SEC EDGAR 04/03/2026 - 05:24 PM Learn about SEC filing dates

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		202	A	(1)	257,289	D
Common Stock	04/01/2026		F		95(2)	D	$12.9	257,194	D
Common Stock	04/01/2026		A		380	A	(3)	257,574	D
Common Stock	04/01/2026		F		180(4)	D	$12.9	257,394(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 123,831 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)