KSS Form 4: Director Awarded Restricted Shares and Deferred Units for Dividend

Rhea-AI Filing Summary

Yael Cosset, a director of Kohl's Corporation (KSS), received additional restricted stock and deferred restricted stock units in connection with the company's $0.125 per share dividend paid September 24, 2025. The Form 4 reports an award of 151 shares of common stock as restricted stock and 56 deferred restricted stock units, resulting in 56,622 shares beneficially owned after the transactions. The filing notes that the restricted shares and deferred units were issued in lieu of the cash dividend and will vest or be settled on the same schedules as the underlying awards, and that 20,810 of the reported shares remain unvested.

Insights

Financial Analyst

TL;DR: Director received dividend-equivalent equity awards; ownership totals modest and timing is non-cash and non-executive.

The Form 4 documents nondiscretionary, dividend-equivalent awards rather than open-market trades or option exercises. The 151 restricted shares and 56 deferred restricted stock units were issued in lieu of a $0.125 per share dividend payable September 24, 2025, and do not reflect new cash flows to the reporting person. Beneficial ownership of 56,622 shares, including 20,810 unvested restricted shares, clarifies the directors current stake but appears routine and not material to Kohls capital structure or liquidity.

Corporate Governance Expert

TL;DR: Equity issuance arises from standard dividend-reinvestment-like plan for insiders; governance implications are routine.

The filing shows the company permitted dividend equivalents to be paid in equity for directors and for deferred awards, preserving compensation alignment without altering director independence or control. The awards vest on existing schedules, indicating no change in grant terms. From a governance perspective this is a standard administrative action and does not signal a change in compensation policy or special treatment for the reporting person.

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^*

COSSET YAEL

(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		151	A	(1)	56,566	D
Common Stock	09/24/2025		A		56	A	(2)	56,622(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 restricted stock in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on September 24, 2025. These shares vest on the same schedule as the underlying shares of restricted stock.

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 20,810 unvested shares of restricted stock.

	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 Yael Cosset report on the Form 4 for KSS?

She reported receipt of 151 restricted shares and 56 deferred restricted stock units issued in lieu of a $0.125 per share dividend payable September 24, 2025.

How many shares does Yael Cosset beneficially own after the transactions?

56,622 shares beneficially owned following the reported transactions, including unvested awards.

How many of the reported shares are unvested for KSS director Yael Cosset?

20,810 shares are identified in the filing as unvested restricted stock.

Were these transactions open-market purchases or awards in KSS Form 4?

These were awards issued in lieu of a cash dividend, not open-market purchases or sales.

When were the transactions dated on the Form 4?

Transaction date: September 24, 2025; Form signed by Megan E. Glise, P.O.A., on September 26, 2025.