[Form 4] KOHLS Corp Insider Trading Activity

Rhea-AI Filing Summary

Floyd H. Charles, a director of Kohl's Corporation (KSS), received 133 additional deferred restricted stock units on 09/24/2025 as an in‑kind award in lieu of a $0.125 per‑share dividend payable that day. After the award, Mr. Charles is reported to beneficially own 52,142 shares, which includes 18,288 unvested deferred restricted stock units that vest and settle on the schedule of the underlying units. The Form 4 was filed by one reporting person and executed by Megan E. Glise, P.O.A., on 09/26/2025.

Insights

Financial Analyst

TL;DR: Director received a small dividend‑in‑kind award of 133 deferred restricted stock units; holdings remain largely unchanged.

The filing documents a routine award of 133 deferred restricted stock units in lieu of a $0.125 per‑share dividend paid on 09/24/2025. Such awards convert cash dividends into additional equity compensation and do not indicate a change in company operations or financial guidance. The reporting persons total beneficial ownership is 52,142 shares, including 18,288 unvested units; this confirms continued alignment of the directors compensation with shareholder equity rather than a material change in ownership stake.

Corporate Governance Expert

TL;DR: This is a standard director dividend‑in‑kind election that increases deferred equity compensation modestly.

The Form 4 shows a non‑derivative acquisition code A for 133 deferred restricted stock units tied to the companys dividend. The units vest and settle on the same schedule as existing deferred restricted stock units, indicating no unusual acceleration or special treatment. Filing by a single reporting person and signature by a power of attorney on 09/26/2025 are consistent with routine insider reporting procedures.

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^*

Floyd H. Charles

(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)	52,142(2)	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. 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 transaction did Floyd H. Charles report on the KSS Form 4?

The report shows an acquisition of 133 deferred restricted stock units on 09/24/2025 issued in lieu of a $0.125 per‑share dividend.

How many KSS shares does Floyd H. Charles beneficially own after the reported transaction?

He beneficially owns 52,142 shares following the transaction, which includes 18,288 unvested deferred restricted stock units.

Were the awarded units vested immediately?

No. The filing states the additional deferred restricted stock units vest and will be settled on the same schedule as the underlying units, so they are not immediately vested.

Who filed and signed the Form 4 for this transaction?

The Form 4 was filed for one reporting person and executed by Megan E. Glise, P.O.A. on 09/26/2025.

What was the reason given for the award of the 133 units?

The filing explains the units were awarded in lieu of a $0.125 per‑share dividend payable on the companys common stock on 09/24/2025.