Kohls CEO reports RSU vesting and tax withholding

Kohl's Corp Chief Executive Officer Michael J. Bender reported routine equity compensation activity involving restricted stock units.

Rhea-AI Filing Summary

Kohl's Corp Chief Executive Officer Michael J. Bender reported routine equity compensation activity involving restricted stock units. He received 17,080 shares of common stock as a grant or award tied to vested restricted stock units and related dividend equivalents. Separately, 210,811 shares were used to satisfy tax withholding obligations upon vesting, at a reference price of $11.77 per share, which is not an open‑market sale. After these transactions, he directly holds 594,062 shares of common stock, which the disclosure states includes 311,475 unvested restricted stock units under the company’s long-term compensation plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bender Michael J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,080	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	210,811	$11.77	$2.48M

Holdings After Transaction: Common Stock — 594,062 shares (Direct)

Footnotes (3)

1. F1. Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units.
2. F2. 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. F3. Includes 311,475 unvested restricted stock units.

Key Figures

Tax-withholding shares: 210,811 shares Tax reference price: $11.77 per share RSU-related grant: 17,080 shares +2 more

5 metrics

Tax-withholding shares 210,811 shares Shares used to satisfy tax obligations on RSU vesting

Tax reference price $11.77 per share Value applied to 210,811 tax-withholding shares

RSU-related grant 17,080 shares Common shares issued as grant/award on RSU vesting

Post-transaction holdings 804,873 shares Direct common stock holdings after reported transactions

Unvested RSUs 311,475 units Unvested restricted stock units included in position

Key Terms

restricted stock units, dividend equivalent amount, tax withholding obligations, Long-Term Compensation Plan

4 terms

restricted stock units financial

"Includes 311,475 unvested 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 upon vesting of restricted stock units"

Long-Term Compensation Plan financial

"under the Company's Long-Term Compensation Plan."

A long-term compensation plan is a pay program that rewards executives and employees based on performance or continued service over multiple years, often using stock awards, options or multi-year bonuses. It matters to investors because it shapes managers’ incentives, affects potential share dilution and company costs, and signals whether leadership is encouraged to focus on sustainable growth rather than short-term results — like planting an orchard that pays off only after several seasons.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Kohl's (KSS) CEO Michael J. Bender report?

Kohl's CEO Michael J. Bender reported a grant of 17,080 common shares and a related tax-withholding disposition of 210,811 shares. Both actions stem from vesting restricted stock units rather than open-market buying or selling activity.

Did the Kohl's (KSS) CEO sell shares on the open market in this Form 4?

No open-market sale was reported. The 210,811-share disposition was used to satisfy tax withholding obligations upon vesting of restricted stock units and dividend equivalents, a mechanical step rather than a discretionary market transaction.

How many Kohl's (KSS) shares does the CEO hold after these transactions?

After the reported transactions, Michael J. Bender directly holds 804,873 shares of Kohl's common stock. This figure includes 311,475 unvested restricted stock units under the company’s long-term compensation plan, reflecting both vested and unvested equity interests.

What is the role of restricted stock units in the Kohl's (KSS) CEO’s compensation?

Restricted stock units form a significant part of the CEO’s equity compensation. The filing notes vested units generated 17,080 issued shares, dividend equivalent amounts, and 311,475 unvested restricted stock units remaining, all under the company’s long-term compensation plan.

What does the 11.77 reference price mean in the Kohl's (KSS) Form 4?

The reference price of $11.77 per share applies to the 210,811 shares used for tax withholding. It represents the value at which shares were credited to satisfy tax obligations related to vesting restricted stock units, not an executed open-market sale price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:13 PM Learn about SEC filing dates

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^*

Bender Michael 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2026

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	05/16/2026		A		17,080	A	(1)	804,873	D
Common Stock	05/16/2026		F		210,811(2)	D	$11.77	594,062(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 the 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 311,475 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	05/19/2026
	** 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)