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  4. [Form 4] KOHLS Corp Insider Trading Activity

Kohl's (NYSE: KSS) director gets stock units in lieu of dividend

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

Rhea-AI Filing Summary

Mitchell Robbin reported acquisition or exercise transactions in this Form 4 filing.

Kohl's Corp director Mitchell Robbin reported stock-based compensation awards rather than a market trade. He received two grants of common-stock-based deferred restricted stock units, totaling 243 units, on June 24, 2026 at no cash cost, issued in lieu of the company’s $0.125-per-share dividend.

After these awards, one line in the filing shows Robbin holding 52,675 shares of Kohl’s common stock directly, and a footnote states that this includes 11,954 unvested deferred restricted stock units that will vest and settle on the same schedule as the underlying units.

Positive

  • None.

Negative

  • None.
Insider Mitchell Robbin
Role null
Type Security Shares Price Value
Grant/Award Common Stock 78 $0.00 --
Grant/Award Common Stock 165 $0.00 --
Holdings After Transaction: Common Stock — 52,510 shares (Direct, null)
Footnotes (1)
  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 June 24, 2026. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units. 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 June 24, 2026. These units will be settled on the same schedule as the underlying deferred restricted stock units. Includes 11,954 unvested deferred restricted stock units.
Award 1 units 165 shares Deferred restricted stock units granted on June 24, 2026
Award 2 units 78 shares Deferred restricted stock units granted on June 24, 2026
Director holdings after award line 52,675 shares Common stock held directly after one reported award
Unvested deferred RSUs 11,954 units Unvested deferred restricted stock units included in holdings
Dividend equivalent rate $0.125 per share Cash dividend replaced by stock-unit awards
Transactions coded A 2 transactions Both entries are grant, award, or other acquisition
deferred restricted stock units financial
"Award of additional deferred restricted stock units in lieu of $0.125 per share dividend..."
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
dividend financial
"in lieu of $0.125 per share dividend issued by the Company on all common stock..."
A dividend is a payment that a company gives to its shareholders, usually from its profits. It’s like a bonus or reward for owning the company's stock, and it can provide a steady income stream for investors. Companies pay dividends to share their success with the people who own their stock.
unvested financial
"Includes 11,954 unvested deferred restricted stock units."
Form 4 regulatory
"Did Mitchell Robbin buy or sell any Kohl's (KSS) shares for cash in this Form 4?"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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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*
Mitchell Robbin
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026		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 Stock06/24/2026A78A(1)52,510D
Common Stock06/24/2026A165A(2)52,675(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 June 24, 2026. 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 June 24, 2026. These units will be settled on the same schedule as the underlying deferred restricted stock units.
3. Includes 11,954 unvested deferred restricted stock units.
By: Megan E. Glise, P.O.A.06/25/2026
** 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 Kohl's (KSS) director Mitchell Robbin report in this Form 4?

Mitchell Robbin reported receiving additional deferred restricted stock units rather than buying shares in the market. These stock units were granted as a dividend equivalent award tied to Kohl’s common stock and increase his equity-based compensation position in the company.

How many Kohl's shares or units did Mitchell Robbin receive in this transaction?

Robbin received two stock-based awards totaling 243 deferred restricted stock units linked to Kohl’s common stock. One grant covered 165 units and the other 78 units, both recorded at a zero dollar price as they were compensation awards, not open-market purchases.

Why were these Kohl's (KSS) restricted stock units granted to Mitchell Robbin?

The units were granted in lieu of a $0.125 per share cash dividend paid on Kohl’s common stock. Instead of receiving cash, Robbin received additional deferred restricted stock units that mirror the dividend, maintaining economic equivalence with common shareholders through stock-based compensation.

When do Mitchell Robbin’s new deferred restricted stock units in Kohl's vest?

The filing states these additional deferred restricted stock units will vest and be settled on the same schedule as the underlying deferred restricted stock units. This means their vesting follows the original award’s terms rather than starting a new vesting timetable for the dividend-equivalent grants.

How many Kohl's shares and units does Mitchell Robbin hold after these awards?

One reported line shows Robbin directly holding 52,675 shares of Kohl’s common stock after an award. A footnote also specifies that his holdings include 11,954 unvested deferred restricted stock units, which represent stock-based compensation that will vest over time.

Did Mitchell Robbin buy or sell any Kohl's (KSS) shares for cash in this Form 4?

No cash purchases or sales were reported in this Form 4. The transactions are coded as awards (code A), reflecting grant or award acquisitions of deferred restricted stock units at a transaction price of zero, rather than open-market buys or sales of Kohl’s common stock.