KSS Form 4: Director Arlin Awarded Deferred Restricted Stock Units

Rhea-AI Filing Summary

Wendy C. Arlin, a director of Kohl's Corporation (KSS), received additional deferred restricted stock units (DRSUs) in lieu of the company dividend of $0.125 per share payable September 24, 2025. On 09/24/2025 she was awarded 183 DRSUs (recorded as acquiring 183) and 46 DRSUs (recorded as acquiring 46), bringing her reported beneficial ownership to 37,707 shares. The filing notes these additional units vest and will be settled on the same schedule as the underlying deferred restricted stock units and that the total includes 25,224 unvested DRSUs. The Form 4 was signed by Megan E. Glise as power of attorney on 09/26/2025.

Positive

• Director received dividend-equivalent DRSUs rather than cash, aligning compensation with shareholder equity
• Reported beneficial ownership increased to 37,707 shares, showing continued insider stake
• Clear disclosure that 25,224 units are unvested, improving transparency on vesting status

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director accepted dividend-equivalent DRSUs, increasing reported beneficial ownership; transaction aligns director compensation with shareholder interests.

The filing documents non-cash awards of DRSUs in lieu of a $0.125 per share dividend, a routine mechanism to credit equity-based compensation recipients for dividends. The awards are modest in size (183 and 46 units) and are tied to existing vesting schedules, indicating no immediate dilution or cash flow impact for the company. Including 25,224 unvested units provides transparency on vested versus unvested holdings. From a governance perspective, this is a standard disclosure reflecting alignment of director pay with shareholder value without material change to control or capital structure.

Securities Analyst

TL;DR: Small, routine equity awards recorded; no sales or purchases of outstanding shares disclosed.

The Form 4 shows awards of deferred restricted stock units rather than open-market purchases or dispositions. The net effect reported increases beneficial ownership to 37,707 shares including unvested units, but the incremental amounts (183 and 46) are immaterial to overall share count. There is no indication of cash proceeds, option exercises, or secondary market activity. For investors tracking insider activity, this filing signals retention of equity-based compensation rather than liquidity-driven selling.

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

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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^*

Arlin Wendy C.

(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		183	A	(1)	37,661	D
Common Stock	09/24/2025		A		46	A	(2)	37,707(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. 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 September 24, 2025. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units.

2. 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 September 24, 2025. These units will be settled on the same schedule as the underlying deferred restricted stock units.

3. Includes 25,224 unvested deferred restricted stock units.

	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 did KSS director Wendy C. Arlin receive on 09/24/2025?

She was awarded additional deferred restricted stock units (DRSUs) in lieu of the $0.125 per share dividend payable on that date.

How many DRSUs were reported in the Form 4 for Wendy C. Arlin?

The filing shows acquisitions of 183 DRSUs and 46 DRSUs, resulting in reported beneficial ownership of 37,707 shares.

Does the Form 4 indicate whether the DRSUs are vested?

The filing states the additional units vest and will be settled on the same schedule as the underlying deferred restricted stock units and that 25,224 of the units are unvested.

Was there any sale or open-market purchase disclosed in this Form 4?

No. The Form 4 documents awards of DRSUs in lieu of dividends, not sales or market purchases.

Who signed the Form 4 and when?

The form was signed by Megan E. Glise as power of attorney on 09/26/2025.