Kohl's (KSS) CLO gets 1,418 share dividend as 2,446 shares withheld for tax

Rhea-AI Filing Summary

Kohl's Corporation Sr. EVP, CLO & Corporate Secretary Jennifer J. Kent received 1,418 shares of common stock as a dividend-equivalent issuance tied to vested restricted stock units. On the same date, 2,446 shares were withheld to cover tax obligations on those vestings.

After these compensation-related entries, Kent directly holds 210,288 Kohl's shares, including 90,904 unvested restricted stock units. The filing reflects routine equity compensation and associated tax withholding rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kent Jennifer J.

Role Sr. EVP, CLO & Corp. Sec.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,418	$0.00	--
Tax Withholding	Common Stock	2,446	$12.92	$32K

Holdings After Transaction: Common Stock — 212,734 shares (Direct)

Footnotes (1)

1. 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 90,904 unvested restricted stock units.

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)
03/27/2026

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	03/27/2026		A		1,418	A	(1)	212,734	D
Common Stock	03/27/2026		F		2,446(2)	D	$12.92	210,288(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Issuance of additional shares representing 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 90,904 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/30/2026
	** 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 Kohl's (KSS) executive Jennifer J. Kent report in this Form 4?

Jennifer J. Kent reported routine equity compensation activity: 1,418 Kohl’s common shares were issued as dividend-equivalent stock on vested restricted stock units, and 2,446 shares were withheld to satisfy related tax obligations under the company’s Long-Term Compensation Plan.

Did Jennifer J. Kent buy or sell Kohl's (KSS) shares on the open market?

No open-market trades were reported. The Form 4 shows a stock award and shares withheld for taxes. The 2,446-share disposition is strictly for tax withholding on vested restricted stock units, not a discretionary market sale or purchase of Kohl’s stock.

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

After the transactions, Jennifer J. Kent directly holds 210,288 shares of Kohl’s common stock. This total includes 90,904 unvested restricted stock units that remain subject to vesting conditions under the company’s Long-Term Compensation Plan.

What is the significance of the 1,418 Kohl's (KSS) shares granted to Jennifer J. Kent?

The 1,418 shares represent additional stock issued as a dividend-equivalent amount on vested restricted stock units. Instead of receiving cash dividends, she received equivalent Kohl’s shares, reflecting standard treatment for dividend equivalents on equity awards.

Why were 2,446 Kohl's (KSS) shares withheld for Jennifer J. Kent?

The 2,446 shares were used to satisfy tax withholding obligations when restricted stock units and related dividend-equivalent shares vested. This is a common mechanism where the company withholds shares instead of the executive paying cash taxes directly.

What does it mean that Jennifer J. Kent has 90,904 unvested restricted stock units of Kohl's (KSS)?

The 90,904 unvested restricted stock units are promised equity awards that will convert into Kohl’s shares if vesting conditions are met. They provide future potential ownership but are not yet fully owned or freely tradable like vested common shares.