Kohl’s director granted 16,380 deferred stock units

Arlin Wendy C. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Arlin Wendy C. reported acquisition or exercise transactions in this Form 4 filing.

Kohl’s Corp director Wendy C. Arlin received an equity award of 16,380 deferred restricted stock units of common stock. The award was granted under the company’s Long-Term Compensation Plan at no cash purchase price.

These units vest in full on the earlier of the first anniversary of the grant date or the company’s next annual meeting, and will be settled in common shares when she terminates service as a director. Following this grant, she directly holds 54,578 shares of Kohl’s common stock, including 16,380 unvested deferred restricted stock units.

Insider Trade Summary

Grant/Award: 16,380 shares

Grant/Award 1 txn

Insider Arlin Wendy C.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,380	$0.00	$0.00

Holdings After Transaction: Common Stock — 54,578 shares (Direct)

Footnotes (2)

1. F1. Award of deferred restricted stock units under the Company's Long-Term Compensation Plan. These units vest in full on the earlier of: (1) the first anniversary of the grant date; or (2) the date of the Company's annual meeting for the following year. These units will be settled in shares of the Company's common stock on the reporting person's termination of service as a director.
2. F2. Includes 16,380 unvested deferred restricted stock units.

Key Figures

Deferred restricted stock units granted: 16,380 units Grant price per share: $0.0000 per share Shares held after transaction: 54,578 shares +1 more

4 metrics

Deferred restricted stock units granted 16,380 units Award of deferred restricted stock units under Long-Term Compensation Plan

Grant price per share $0.0000 per share Equity award, no cash purchase price

Shares held after transaction 54,578 shares Total direct holdings following grant, including unvested deferred units

Transaction date May 20, 2026 Form 4 transaction date for equity award

Key Terms

deferred restricted stock units, Long-Term Compensation Plan, unvested deferred restricted stock units

3 terms

deferred restricted stock units financial

"Award of deferred restricted stock units under the Company's Long-Term Compensation Plan."

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

Long-Term Compensation Plan financial

"Award of deferred restricted stock units under the Company's Long-Term Compensation Plan."

A long-term compensation plan is a pay program that rewards executives and employees based on performance or continued service over multiple years, often using stock awards, options or multi-year bonuses. It matters to investors because it shapes managers’ incentives, affects potential share dilution and company costs, and signals whether leadership is encouraged to focus on sustainable growth rather than short-term results — like planting an orchard that pays off only after several seasons.

unvested deferred restricted stock units financial

"Includes 16,380 unvested deferred restricted stock units."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Kohl's (KSS) director Wendy C. Arlin report?

Wendy C. Arlin reported receiving an award of 16,380 deferred restricted stock units. The grant is a form of equity compensation under Kohl’s Long-Term Compensation Plan, not an open-market stock purchase, and will ultimately be settled in common shares.

How many deferred restricted stock units did Wendy C. Arlin receive from Kohl's (KSS)?

She received 16,380 deferred restricted stock units of Kohl’s common stock. These units were granted at no cash purchase price as part of her director compensation and are scheduled to vest based on time and annual meeting conditions described in the grant terms.

What are the vesting terms for Wendy C. Arlin’s new Kohl's (KSS) stock units?

The 16,380 deferred restricted stock units vest in full on the earlier of the first anniversary of the grant date or Kohl’s next annual meeting. Once she eventually leaves the board, the vested units will be settled in shares of Kohl’s common stock.

When will Wendy C. Arlin’s Kohl's (KSS) deferred stock units be settled into shares?

The deferred restricted stock units will be settled in Kohl’s common stock upon her termination of service as a director. Until then, they remain as unvested and then vested units, aligning director compensation with long-term shareholder interests over her board tenure.

How many Kohl's (KSS) shares does Wendy C. Arlin hold after this Form 4 transaction?

After this grant, she directly holds 54,578 shares of Kohl’s common stock. That total includes 16,380 unvested deferred restricted stock units awarded under the company’s Long-Term Compensation Plan for her service on the board of directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 05:59 PM Learn about SEC filing dates

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^*

Arlin Wendy C.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		A		16,380	A	(1)	54,578(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 deferred restricted stock units under the Company's Long-Term Compensation Plan. These units vest in full on the earlier of: (1) the first anniversary of the grant date; or (2) the date of the Company's annual meeting for the following year. These units will be settled in shares of the Company's common stock on the reporting person's termination of service as a director.

2. Includes 16,380 unvested deferred restricted stock units.

	By: Megan E. Glise, P.O.A.	05/21/2026
	** 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)