Kohl's (NYSE: KSS) CFO granted shares, with portion withheld for tax

Rhea-AI Filing Summary

Kohl's Corp Chief Financial Officer Jill Timm reported a compensation-related stock transaction. She acquired 32,354 shares of common stock at $0.0000 per share as settlement of performance share units under the company’s long-term plan. Of these, 10,354 shares were withheld at $12.03 per share to cover tax obligations, a non-market disposition. After these entries, she directly holds 347,561 common shares, which the footnotes state include 157,175 unvested restricted stock units.

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

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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).

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^*

Timm Jill

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		A		32,354(1)	A	$0	357,915	D
Common Stock	03/19/2026		F		10,354(2)	D	$12.03	347,561(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. Shares acquired in settlement of performance share units (which were not derivative securities) received under the Company's Long-Term Compensation Plan.

2. Represents shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on March 19, 2026 in settlement of performance share units reflected in Footnote 1.

3. Includes 157,175 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/20/2026
	** 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)

FAQ

What insider transaction did Kohl's (KSS) CFO Jill Timm report?

Kohl's CFO Jill Timm reported a stock award tied to performance share units. She received 32,354 common shares for no cash cost, with 10,354 shares withheld by the company to satisfy tax obligations, resulting in a net increase in her direct shareholdings.

Were Jill Timm’s Kohl's (KSS) transactions open-market buys or sells?

The transactions were not open-market trades. She received shares as a grant related to performance share units, and a portion was disposed of only to cover tax withholding obligations, rather than being sold on the open market to other investors.

How many Kohl's (KSS) shares does CFO Jill Timm hold after this Form 4?

After these transactions, Jill Timm directly holds 347,561 shares of Kohl's common stock. According to the footnotes, this figure includes 157,175 unvested restricted stock units, reflecting both currently owned shares and equity awards that are still subject to vesting conditions.

What price was used for the tax withholding on Kohl's (KSS) shares?

For the tax withholding disposition, 10,354 shares were valued at $12.03 per share. These shares were withheld by Kohl's to satisfy tax obligations arising from the settlement of performance share units, instead of being sold into the market for cash proceeds.

What is the nature of the stock award reported by Kohl's (KSS) CFO?

The award represents shares acquired upon settlement of performance share units granted under Kohl's Long-Term Compensation Plan. These units were not derivative securities, and the settlement delivered 32,354 common shares, of which a portion was withheld to meet associated tax liabilities.