Kohl's (NYSE: KSS) Sr. EVP reports RSU grant and tax withholding

Rhea-AI Filing Summary

Kohl's Corp senior executive Jennifer J. Kent reported routine equity compensation activity in company stock. She acquired 7,370 shares of common stock at no cost as a grant tied to vested restricted stock units and related dividend equivalents. On the same date, 12,846 shares were withheld at $13.18 per share to cover tax obligations from the vesting, which is not an open-market sale. After these transactions, she directly owned 198,481 shares of common stock, including 102,793 unvested restricted stock units. These events reflect standard long-term compensation and tax withholding mechanics rather than discretionary market trading.

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^*

Kent Jennifer J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP, CLO & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		A		7,370	A	(1)	211,327	D
Common Stock	03/15/2026		F		12,846(2)	D	$13.18	198,481(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. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units.

2. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan.

3. Includes 102,793 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/17/2026
	** 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.

FAQ

What insider transactions did Kohl's (KSS) executive Jennifer J. Kent report?

Jennifer J. Kent reported receiving 7,370 Kohl's common shares as a grant related to vested restricted stock units. She also had 12,846 shares withheld to satisfy tax obligations upon vesting under the company’s Long-Term Compensation Plan.

Were Jennifer J. Kent’s Kohl's (KSS) Form 4 transactions open-market trades?

No, the Form 4 shows compensation-related activity only. Shares were issued as a grant tied to restricted stock unit vesting, and additional shares were withheld solely to cover tax liabilities, with no open-market purchases or sales reported.

How many Kohl's (KSS) shares does Jennifer J. Kent hold after these transactions?

After the reported grant and tax withholding, Jennifer J. Kent directly holds 198,481 shares of Kohl’s common stock. This total includes a significant portion of unvested restricted stock units that remain subject to vesting conditions.

What does the 12,846-share tax withholding in Kohl's (KSS) Form 4 represent?

The 12,846 shares represent stock withheld to pay tax obligations when restricted stock units and related dividend equivalents vested. This withholding is a non-market disposition and does not indicate discretionary selling by the executive.

How many unvested restricted stock units does Jennifer J. Kent have at Kohl's (KSS)?

The filing notes that Jennifer J. Kent’s holdings include 102,793 unvested restricted stock units. These units are part of her long-term compensation and will convert to shares only upon meeting applicable vesting requirements.