Kohl’s (KSS) CMO logs stock awards and tax withholding, holds 253,003 shares

Rhea-AI Filing Summary

Kohl’s Corp Chief Merchandising Officer Nicholas D. G. Jones reported routine equity compensation-related transactions in company common stock. On April 1, 2026, he received 299 additional shares tied to performance share units and 567 shares tied to restricted stock units as dividend-equivalent issuances, reflecting a $0.125 per-share dividend paid by the company.

To cover associated tax withholding obligations, 142 shares and 269 shares were surrendered back to the company at $12.90 per share, reducing the net shares issued. After these awards and tax withholdings, Jones directly holds 253,003 shares of Kohl’s common stock, including 174,811 unvested restricted stock units, underscoring that these are compensation-driven, not open-market, transactions.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Jones Nicholas D. G.

Role Chief Merchandising Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	299	$0.00	--
Tax Withholding	Common Stock	142	$12.90	$2K
Grant/Award	Common Stock	567	$0.00	--
Tax Withholding	Common Stock	269	$12.90	$3K

Holdings After Transaction: Common Stock — 252,847 shares (Direct)

Footnotes (1)

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 174,811 unvested restricted stock units.

Key Figures

Performance share unit dividend-equivalent shares: 299 shares Restricted stock unit dividend-equivalent shares: 567 shares Tax withholding shares: 411 shares +4 more

7 metrics

Performance share unit dividend-equivalent shares 299 shares Issuance in respect of performance share units on April 1, 2026

Restricted stock unit dividend-equivalent shares 567 shares Issuance representing dividend equivalent amount on vested RSUs

Tax withholding shares 411 shares 142 + 269 shares used to satisfy tax withholding obligations

Tax withholding price $12.90 per share Value for shares delivered to cover tax obligations

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

Total shares after transactions 253,003 shares Direct Kohl’s common stock holdings following reported transactions

Unvested restricted stock units 174,811 units Unvested RSUs included in reported holdings

Key Terms

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

5 terms

performance share units financial

"Issuance of additional shares in respect of shares issued in settlement of performance share units"

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 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

"dividend equivalent amounts under the Company's Long-Term Compensation Plan"

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^*

Jones Nicholas D. G.

(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)
	Chief Merchandising 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		299	A	(1)	252,847	D
Common Stock	04/01/2026		F		142(2)	D	$12.9	252,705	D
Common Stock	04/01/2026		A		567	A	(3)	253,272	D
Common Stock	04/01/2026		F		269(4)	D	$12.9	253,003(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 174,811 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)

FAQ

What insider transactions did Kohl’s (KSS) Chief Merchandising Officer report?

Nicholas D. G. Jones reported equity compensation transactions, not open-market trades. He received additional Kohl’s common shares from performance and restricted stock unit dividend equivalents and surrendered some shares to cover tax withholding obligations tied to those awards.

How many Kohl’s (KSS) shares did Nicholas Jones acquire through awards?

Nicholas Jones was issued 299 Kohl’s common shares related to performance share units and 567 shares tied to restricted stock units. These issuances reflect dividend-equivalent shares granted in connection with a $0.125 per-share dividend paid by the company.

How many Kohl’s (KSS) shares were used for tax withholding in this Form 4?

A total of 411 Kohl’s shares were used to satisfy tax withholding obligations, consisting of 142 shares and 269 shares. These tax-related dispositions are not open-market sales but shares withheld in connection with the vesting or issuance of equity awards.

What is Nicholas Jones’s total Kohl’s (KSS) shareholding after these transactions?

Following the reported transactions, Nicholas Jones directly holds 253,003 Kohl’s common shares. This total includes both vested shares and a substantial component of equity awards, reflecting his ongoing long-term compensation alignment with company performance.

How many unvested restricted stock units does Nicholas Jones have at Kohl’s (KSS)?

Nicholas Jones’s reported holdings include 174,811 unvested restricted stock units. These unvested units represent future potential share deliveries, contingent on meeting applicable vesting conditions under Kohl’s long-term compensation programs.

What dividend amount drove the additional Kohl’s (KSS) share issuances in this filing?

The additional shares were issued as dividend equivalents tied to a $0.125 per-share dividend on Kohl’s common stock. That cash dividend, payable April 1, 2026, resulted in incremental share issuances for performance and restricted stock unit holders like Nicholas Jones.