Kohl’s (KSS) CFO Jill Timm reports RSU dividend shares and tax withholding in Form 4

Rhea-AI Filing Summary

Kohl's Corp Chief Financial Officer Jill Timm reported routine equity compensation-related transactions in company stock. She acquired 997 shares of common stock at $0.0000 per share as an issuance of additional shares representing dividend equivalents on vested restricted stock units. On the same date, 2,751 shares were disposed of at $12.35 per share to satisfy tax withholding obligations tied to vesting of restricted stock units and corresponding dividend equivalents under the company’s long-term compensation plan, rather than through an open-market sale. After these transactions, she directly owned 345,807 shares of common stock, which include 149,575 unvested restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Timm Jill

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	997	$0.00	--
Tax Withholding	Common Stock	2,751	$12.35	$34K

Holdings After Transaction: Common Stock — 348,558 shares (Direct)

Footnotes (1)

1. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units. 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. Includes 149,575 unvested restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
03/25/2026

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	03/25/2026		A		997	A	(1)	348,558	D
Common Stock	03/25/2026		F		2,751(2)	D	$12.35	345,807(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 149,575 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/26/2026
	** 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 did Kohl's (KSS) CFO Jill Timm report in this Form 4 filing?

Kohl's CFO Jill Timm reported routine equity compensation activity, including 997 common shares issued as dividend equivalents on vested restricted stock units and 2,751 shares withheld to cover tax obligations from RSU vesting under the company’s long-term compensation plan.

Were Jill Timm’s Kohl's (KSS) Form 4 transactions open-market stock trades?

No, the Form 4 transactions were not open-market trades. The 997 shares reflect dividend equivalent issuances on vested restricted stock units, while 2,751 shares were withheld by the company solely to satisfy tax withholding obligations associated with RSU vesting.

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

After the reported transactions, Jill Timm directly holds 345,807 shares of Kohl’s common stock. This amount includes 149,575 unvested restricted stock units, showing that a substantial portion of her equity position remains tied to long-term incentive compensation awards.

What is the role of tax withholding in Jill Timm’s Kohl's (KSS) Form 4 filing?

The filing shows 2,751 shares were used to satisfy tax withholding obligations when restricted stock units and related dividend equivalents vested. This F-code transaction reflects a tax payment mechanism, not a discretionary sale of Kohl’s common stock in the open market.

What do the dividend equivalent shares mean in the Kohl's (KSS) CFO’s Form 4?

The 997 additional shares represent dividend equivalents credited on vested restricted stock units. Instead of receiving cash dividends, Jill Timm received equivalent value in Kohl’s common shares, consistent with the structure of the company’s long-term compensation plan for equity awards.