KSS Form 4: Jonas Prising Increases Stake to 98,840 Shares

Rhea-AI Filing Summary

Kohl's director Jonas Prising received an award of 155 additional shares of common stock on 09/24/2025 as a stock dividend payment in lieu of $0.125 per-share cash. After the grant, Mr. Prising beneficially owns 98,840 shares, of which 21,440 are unvested restricted shares that vest on the same schedule as his existing restricted stock. The Form 4 was signed by Megan E. Glise, P.O.A., on 09/26/2025, and reports the acquisition as a non-derivative transaction coded A (acquisition).

Positive

• Director accepted stock dividend in lieu of cash, preserving company cash while maintaining shareholder-aligned compensation
• Holder retains 21,440 unvested restricted shares, indicating continued alignment through vesting schedules

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-in-kind to a director; governance signal is customary and non-material.

The filing documents a customary in-kind dividend election where restricted stock awards were issued instead of a $0.125 per-share cash dividend. This is an administrative compensation/cash-conservation action rather than a change in control, executive departure, or material compensation restructuring. The presence of 21,440 unvested shares clarifies that a portion of the director's holdings remains subject to vesting schedules, preserving typical retention mechanics.

Securities Analyst

TL;DR: Small acquisition reported; transaction size is immaterial to company capitalization or director influence.

The reported 155-share acquisition increases the director's total to 98,840 shares but represents a very small economic stake relative to a public company. The transaction is recorded as a non-derivative acquisition under standard SEC codes and does not indicate changes to trading strategy, pledge, or derivative exposure. No additional financial metrics or material events are disclosed.

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).

1. Name and Address of Reporting Person^*

PRISING JONAS

(Last) (First) (Middle)

N56 N17000 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		155	A	(1)	98,840(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 21,440 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 did the Form 4 for KSS report on 09/24/2025?

The Form 4 reports that director Jonas Prising acquired 155 shares as an award in lieu of a $0.125 per-share cash dividend, increasing his beneficial ownership to 98,840 shares.

How many of the reported KSS shares are unvested?

The filing states 21,440 shares are unvested restricted stock, which vest on the same schedule as the underlying restricted shares.

Who signed the Form 4 for the reporting person?

The Form 4 was executed by Megan E. Glise, P.O.A. on behalf of the reporting person and dated 09/26/2025.

Was the transaction a derivative or non-derivative transaction?

The transaction is reported in Table I as a non-derivative acquisition (code A) of common stock.

What was the cash alternative value per share for the dividend?

The filing specifies the dividend in lieu value as $0.125 per share.