Kohl’s (KSS) CFO Jill Timm logs RSU dividend shares and tax withholding

Rhea-AI Filing Summary

Kohl’s Corp Chief Financial Officer Jill Timm reported routine equity compensation adjustments involving restricted stock units. On the transaction date, she acquired 814 shares of Kohl’s common stock at no cost as additional shares representing dividend equivalents on vested restricted stock units.

On the same date, 1,075 shares of common stock were withheld to cover tax obligations tied to the vesting of restricted stock units and related dividend equivalents under the company’s Long-Term Compensation Plan. After these transactions, she directly held 343,947 shares of Kohl’s common stock, including 137,351 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	814	$0.00	--
Tax Withholding	Common Stock	1,075	$12.46	$13K

Holdings After Transaction: Common Stock — 345,022 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 137,351 unvested restricted stock units.

Key Figures

RSU dividend equivalent shares: 814 shares Shares withheld for taxes: 1,075 shares Shares held after transactions: 343,947 shares +2 more

5 metrics

RSU dividend equivalent shares 814 shares Common stock granted at $0.0000 per share as dividend equivalents on vested RSUs

Shares withheld for taxes 1,075 shares Common stock used to satisfy tax withholding at $12.4600 per share

Shares held after transactions 343,947 shares Direct Kohl’s common stock holdings following reported Form 4 transactions

Unvested restricted stock units 137,351 RSUs Unvested RSUs included in post-transaction holdings

Tax withholding price $12.4600 per share Price used for 1,075 shares withheld to satisfy tax obligations

Key Terms

dividend equivalent, restricted stock units, tax withholding obligations, Long-Term Compensation Plan

4 terms

dividend equivalent financial

"Issuance of additional shares representing dividend equivalent amount on vested restricted stock units."

A dividend equivalent is a payment someone receives that matches the cash dividends paid on a stock, even though they don’t actually hold the shares. It often shows up in stock-based pay or certain derivatives, and matters to investors because it preserves the income value and alters the after-tax return and timing of payouts — think of it like getting a paycheck for the dividends you would have earned if you owned the stock directly.

restricted stock units financial

"Issuance of additional shares representing dividend equivalent amount on vested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units"

Long-Term Compensation Plan financial

"under the Company's Long-Term Compensation Plan."

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)
03/28/2026

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	03/28/2026		A		814	A	(1)	345,022	D
Common Stock	03/28/2026		F		1,075(2)	D	$12.46	343,947(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 137,351 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/31/2026
	** 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 transactions did Kohl’s (KSS) CFO Jill Timm report?

Kohl’s CFO Jill Timm reported routine equity compensation activity. She received 814 common shares as dividend equivalents on vested restricted stock units, and 1,075 shares were withheld to satisfy tax obligations related to vesting under the company’s Long-Term Compensation Plan.

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

The reported transactions were not open-market trades. They reflect a grant/award of 814 shares tied to dividend equivalents on vested restricted stock units and a tax-withholding disposition of 1,075 shares when those units vested under Kohl’s Long-Term Compensation Plan.

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

After the reported transactions, Jill Timm directly holds 343,947 shares of Kohl’s common stock. This figure includes 137,351 unvested restricted stock units, which represent stock-based compensation that remains subject to vesting conditions under the company’s Long-Term Compensation Plan.

What is the purpose of the 1,075 Kohl’s (KSS) shares disposed of in this filing?

The 1,075 shares were used to satisfy tax withholding obligations triggered by the vesting of restricted stock units and related dividend equivalents. This tax-withholding disposition is a standard, non-market mechanism rather than an elective sale executed on an exchange.

What does the 814-share grant to Jill Timm at Kohl’s (KSS) represent?

The 814-share grant represents additional common shares issued as a dividend equivalent amount on vested restricted stock units. Instead of receiving cash dividends on unvested units, holders can receive equivalent shares once those restricted stock units vest, aligning compensation with shareholder returns.

How many unvested restricted stock units does Jill Timm hold at Kohl’s (KSS)?

Jill Timm holds 137,351 unvested restricted stock units after the reported transactions. These units are part of Kohl’s Long-Term Compensation Plan and will convert into common shares only as vesting conditions, such as continued service or performance goals, are satisfied over time.