KSS Form 4: Director Mitchell Robbin awarded deferred RSUs for $0.125 dividend

Rhea-AI Filing Summary

Mitchell Robbin, a director of Kohl's Corporation (KSS), received additional deferred restricted stock units as dividend equivalents payable on September 24, 2025. The Form 4 shows two awards: 133 units credited (resulting in 40,127 shares reported as beneficially owned) and 46 units credited (resulting in 40,173 shares reported as beneficially owned), with the second total including 18,288 unvested deferred restricted stock units. The awards were issued in lieu of a $0.125 per share cash dividend and will vest or be settled on the same schedule as the underlying deferred restricted stock units. The report was submitted by Megan E. Glise as power of attorney on September 26, 2025.

Positive

• Director received dividend-equivalent deferred RSUs preserving value without changing vesting schedules
• Timely Section 16 filing submitted by a power of attorney on 09/26/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent equity award increases a director's beneficial ownership modestly; not a material change to capital structure.

The Form 4 documents issuance of dividend-equivalent deferred restricted stock units to Director Mitchell Robbin on 09/24/2025 in lieu of a $0.125 per-share dividend. The transaction increases reported beneficial ownership to roughly 40.1k shares depending on the line item and preserves economic value for the director while maintaining existing vesting schedules. This type of award is customary and does not indicate a change in corporate policy or a cash outflow beyond the declared dividend.

Corporate Governance Expert

TL;DR: The filing reflects standard dividend-equivalent treatment for deferred RSUs and shows transparency through timely Section 16 reporting.

The disclosure clarifies that the extra units are settled on the same schedules as underlying deferred restricted stock units and identifies 18,288 unvested units included in the total. Filing by a power of attorney on 09/26/2025 satisfies reporting obligations for insider changes in beneficial ownership; there are no indications of accelerated vesting, option exercises, or disposals that would raise governance concerns.

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).

1. Name and Address of Reporting Person^*

Mitchell Robbin

(Last) (First) (Middle)

N56 W17000 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		133	A	(1)	40,127	D
Common Stock	09/24/2025		A		46	A	(2)	40,173(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. 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 September 24, 2025. 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 September 24, 2025. These units will be settled on the same schedule as the underlying deferred restricted stock units.

3. Includes 18,288 unvested deferred restricted stock units.

	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 Mitchell Robbin report on the Form 4 for KSS?

He reported awards of dividend-equivalent deferred restricted stock units on 09/24/2025 that increased his reported beneficial ownership to around 40,127 and 40,173 shares on two reported lines.

Why were additional units awarded to the reporting person?

The awards were issued in lieu of a $0.125 per share dividend payable on September 24, 2025; the units mirror the dividend payment.

Do the newly reported units vest immediately?

No; the units vest and will be settled on the same schedule as the underlying deferred restricted stock units. The filing notes 18,288 unvested deferred RSUs are included.

When was the Form 4 filed for this transaction?

The transaction date is 09/24/2025 and the Form 4 was executed by a power of attorney, Megan E. Glise, on 09/26/2025.

Does this Form 4 show any sales or exercises by the director?

No. The filing reports awards (acquisitions) of deferred RSUs in lieu of a dividend and does not show disposals or option exercises.