Kohl's (KSS) director receives 106 deferred stock units in dividend award

Rhea-AI Filing Summary

Kohl's Corp director reports small stock-based award linked to dividend. On December 24, 2025, the director received 106 shares of common stock in the form of additional deferred restricted stock units. These units were issued in lieu of a $0.125 per share cash dividend paid on all Kohl's common stock on the same date and will vest and settle on the same schedule as the underlying deferred restricted stock units.

After this transaction, the director beneficially owns 52,248 shares on a direct basis, which includes 18,394 unvested deferred restricted stock units. The filing is a routine insider ownership update rather than a market purchase or sale.

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^*

Floyd H. Charles

(Last) (First) (Middle)

N56 W17000 RIDGEWOOD DRIVE

(Street)

MENOMONEE FALLS WI 53051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KOHLS Corp [ KSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/24/2025		A		106	A	(1)	52,248(2)	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. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on December 24, 2025. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units.

2. Includes 18,394 unvested deferred restricted stock units.

	By Megan E. Glise, P.O.A.	12/29/2025
	** 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.

FAQ

What insider transaction did Kohl's Corp (KSS) report in this Form 4?

The Form 4 reports that a Kohl's Corp director received 106 shares of common stock on December 24, 2025 as additional deferred restricted stock units tied to a dividend.

Why did the Kohl's (KSS) director receive 106 deferred restricted stock units?

The 106 deferred restricted stock units were awarded in lieu of the $0.125 per share dividend paid on all Kohl's common stock on December 24, 2025.

How many Kohl's (KSS) shares does the reporting director now beneficially own?

Following the reported transaction, the director beneficially owns 52,248 shares of Kohl's common stock on a direct basis.

How many unvested deferred restricted stock units does the Kohl's director hold?

The total direct beneficial ownership of 52,248 shares includes 18,394 unvested deferred restricted stock units.

Is the Kohl's (KSS) insider transaction a purchase or a stock award?

The transaction is described as an award of additional deferred restricted stock units related to a dividend, not an open-market purchase or sale.

What is the reporting person's relationship to Kohl's Corp (KSS)?

The reporting person is identified as a Director of Kohl's Corp and files the Form 4 as an individual reporting person.