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  4. [Form 4] KOHLS Corp Insider Trading Activity

Kohl's (NYSE: KSS) CMO receives stock units and uses shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kohl's Corp senior executive Raymond Christie reported stock-based compensation activity rather than open-market trading. On April 1, 2026, he received 202 shares issued as additional shares tied to performance share units and 386 additional shares tied to vested restricted stock units, both as dividend equivalents. To cover related tax withholding obligations, 65 shares and 126 shares were withheld at $12.90 per share. After these transactions, he directly held 280,443 shares of Kohl's common stock, and this amount includes 152,651 unvested restricted stock units under the company's Long-Term Compensation Plan.

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Insider Raymond Christie
Role Sr. EVP, Chief Marketing Off.
Type Security Shares Price Value
Grant/Award Common Stock 202 $0.00 --
Tax Withholding Common Stock 65 $12.90 $838.50
Grant/Award Common Stock 386 $0.00 --
Tax Withholding Common Stock 126 $12.90 $2K
Holdings After Transaction: Common Stock — 280,248 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 152,651 unvested restricted stock units.
Performance share unit dividend-equivalent shares 202 shares Additional common shares issued in respect of performance share units
Restricted stock unit dividend-equivalent shares 386 shares Additional common shares issued as dividend equivalents on vested RSUs
Shares withheld for taxes (first entry) 65 shares at $12.90 Shares used to satisfy tax withholding obligations on additional share issuance
Shares withheld for taxes (second entry) 126 shares at $12.90 Shares used to satisfy tax withholding on RSU dividend equivalents
Total tax-withholding shares 191 shares Aggregate shares withheld to satisfy tax obligations
Cash dividend referenced $0.125 per share Dividend on all common stock payable on April 1, 2026
Shares held after transactions 280,443 shares Direct holdings of Kohl's common stock following reported transactions
Unvested restricted stock units 152,651 RSUs Unvested RSUs included within reported holdings
performance share units financial
"Issuance of additional shares in respect of shares issued in settlement of performance share units in lieu of a $0.125 per share dividend"
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.
dividend equivalent amount financial
"Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units"
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.
tax withholding obligations financial
"Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares"
Long-Term Compensation Plan financial
"restricted stock unit dividend equivalent amounts under the Company's Long-Term Compensation Plan"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Raymond Christie
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. EVP, Chief Marketing Off.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A202A(1)280,248D
Common Stock04/01/2026F65(2)D$12.9280,183D
Common Stock04/01/2026A386A(3)280,569D
Common Stock04/01/2026F126(4)D$12.9280,443(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 152,651 unvested restricted stock units.
By: Megan E. Glise, P.O.A.04/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Raymond Christie report in this Form 4 for KSS?

Raymond Christie reported stock-based compensation adjustments, not open-market trades. He received additional Kohl's common shares as dividend equivalents on performance and restricted stock units, and some shares were withheld to satisfy tax obligations related to those issuances.

How many Kohl's (KSS) shares were granted to Raymond Christie?

Christie received 202 additional Kohl's shares linked to performance share units and 386 additional shares linked to vested restricted stock units. These issuances represent dividend equivalent amounts tied to a $0.125 per share dividend declared on the company’s common stock.

How many Kohl's (KSS) shares were withheld for taxes in this filing?

A total of 191 shares of Kohl's common stock were withheld to cover tax obligations, split into 65 shares and 126 shares. These withholdings relate to the issuance and vesting of dividend equivalent shares on performance and restricted stock units.

What is Raymond Christie’s Kohl's (KSS) shareholding after these transactions?

After the reported transactions, Raymond Christie directly held 280,443 shares of Kohl's common stock. This total includes 152,651 unvested restricted stock units that remain subject to vesting conditions under the company’s Long-Term Compensation Plan.

Does this Kohl's (KSS) Form 4 show any open-market buying or selling?

The Form 4 does not show open-market purchases or sales. It records share grants classified as awards and tax-withholding dispositions, where shares were delivered back to satisfy tax obligations, rather than discretionary buying or selling on the open market.

What dividend is referenced in Raymond Christie’s Kohl's (KSS) Form 4?

The filing references a $0.125 per share dividend issued by Kohl's on all common stock, payable on April 1, 2026. Christie’s additional shares were issued as dividend equivalents on performance share units and restricted stock units corresponding to that dividend.