[Form 4] KOHLS Corp Insider Trading Activity

Rhea-AI Filing Summary

John E. Schlifske, a director of Kohl's Corporation (KSS), received 315 shares of common stock on 09/24/2025 as an award in lieu of a $0.125 per-share cash dividend. The Form 4 shows these additional restricted shares vest on the same schedule as his existing restricted stock.

After the award, Schlifske beneficially owns 107,073 shares in total, of which 43,511 are unvested restricted shares. The Form 4 was filed by one reporting person and signed by a power of attorney on 09/26/2025.

Positive

• Director received additional shares (315) in lieu of a $0.125 per-share dividend, increasing alignment with shareholders
• Total beneficial ownership increased to 107,073 shares, reinforcing insider stake

Negative

• Large portion of holdings unvested (43,511 shares), limiting immediate economic or voting influence

Insights

Financial Analyst

TL;DR: A routine stock-in-lieu dividend increased a director's holdings modestly; no cash transaction or change in control implication.

The 315-share award reflects a dividend-equivalent issuance rather than an open-market purchase. The incremental holding is small relative to the total position of 107,073 shares, and 43,511 of those shares remain unvested, limiting near-term voting or saleable supply. There is no disclosure of any cash payment or exercise price, consistent with a dividend-equivalent restricted stock grant. Impact on share count and dilution is negligible.

Corporate Governance Expert

TL;DR: Director received restricted shares tied to dividend policy; vesting schedule preserves standard retention incentives.

The award is explicitly restricted and vests on the existing schedule, which aligns with typical retention and governance practices. Filing by a single reporting person and execution via power of attorney are procedural and routine. The presence of 43,511 unvested shares indicates ongoing service-based alignment with shareholder interests rather than immediate liquidity for the director.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHLIFSKE JOHN E.

(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)
09/24/2025

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	09/24/2025		A		315	A	(1)	107,073(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 restricted stock in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on September 24, 2025. These shares vest on the same schedule as the underlying shares of restricted stock.

2. Includes 43,511 unvested shares of restricted stock.

	By Megan E. Glise, P.O.A.	09/26/2025
	** 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 transaction did John E. Schlifske report on the KSS Form 4?

He reported receiving 315 shares of Kohl's common stock on 09/24/2025 as an award in lieu of a $0.125 per-share dividend.

How many Kohl's shares does Schlifske beneficially own after the reported transaction?

He beneficially owns 107,073 shares following the transaction.

How many of Schlifske's shares are unvested?

The filing states 43,511 unvested restricted shares are included in his beneficial ownership total.

Do the newly issued shares vest immediately?

No. The explanation states the awarded shares "vest on the same schedule as the underlying shares of restricted stock."

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Megan E. Glise, P.O.A. on 09/26/2025 and indicates the form was filed by one reporting person.