Kohl’s (KSS) CMO reports RSU dividend grant and tax-withholding share disposition

Rhea-AI Filing Summary

Kohl’s Corp executive Raymond Christie reported routine equity compensation activity. He acquired 650 shares of common stock at $0.00 per share as a dividend-equivalent grant on vested restricted stock units.

To cover tax withholding on the vesting of restricted stock units and related dividend equivalents, 1,795 shares were disposed of at $12.35 per share. After these transactions, Christie directly holds 239,349 shares of Kohl’s common stock, which the disclosure notes includes 135,208 unvested restricted stock units.

Insights

Equity compensation analyst

Routine stock-unit vesting with tax withholding; no open‑market trading.

Senior EVP and Chief Marketing Officer Raymond Christie received 650 Kohl’s common shares as a dividend-equivalent grant tied to vested restricted stock units, a standard feature of long-term incentive plans. No cash outlay was required, with the shares valued at $0.00 per share in the filing.

To satisfy tax obligations from the RSU vesting and corresponding dividend equivalents, 1,795 shares were withheld at $12.35 per share. This F-code transaction is a non-market disposition, not an open-market sale, and mainly reflects tax payment mechanics.

Following these events, Christie directly holds 239,349 shares, and the position includes 135,208 unvested restricted stock units under the company’s Long-Term Compensation Plan. This pattern is typical of executive compensation and does not, by itself, signal a change in sentiment toward Kohl’s stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Raymond Christie

Role Sr. EVP, Chief Marketing Off.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	650	$0.00	--
Tax Withholding	Common Stock	1,795	$12.35	$22K

Holdings After Transaction: Common Stock — 241,144 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 135,208 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^*

Raymond Christie

(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)
	Sr. EVP, Chief Marketing Off.

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		650	A	(1)	241,144	D
Common Stock	03/25/2026		F		1,795(2)	D	$12.35	239,349(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 135,208 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 insider transactions did Raymond Christie report in this Kohl’s (KSS) Form 4?

Raymond Christie reported receiving 650 shares of Kohl’s common stock as a dividend-equivalent grant on vested restricted stock units, and a separate disposition of 1,795 shares used to satisfy tax withholding obligations related to those RSU vestings under the company’s Long-Term Compensation Plan.

Was the Kohl’s (KSS) Form 4 transaction an open-market stock sale by Raymond Christie?

No, the Form 4 shows no open-market sale. The 1,795 shares with transaction code F were surrendered to cover tax withholding on vested restricted stock units and related dividend equivalents, a routine non-market disposition rather than a discretionary sale into the public market.

How many Kohl’s (KSS) shares does Raymond Christie hold after these Form 4 transactions?

After these transactions, Raymond Christie directly holds 239,349 shares of Kohl’s common stock. The disclosure notes that this figure includes 135,208 unvested restricted stock units granted under Kohl’s Long-Term Compensation Plan, reflecting both current stock and ongoing equity-based incentives.

What does the 650-share grant in the Kohl’s (KSS) Form 4 represent?

The 650-share grant represents additional Kohl’s common stock issued as dividend-equivalent amounts on vested restricted stock units. These are compensation-related shares credited when dividends are paid, ensuring RSU holders receive value comparable to common shareholders as their awards vest over time.

Why were 1,795 Kohl’s (KSS) shares disposed of at $12.35 in the Form 4?

The 1,795 shares disposed of at $12.35 per share were used to satisfy tax withholding obligations tied to the vesting of restricted stock units and related dividend equivalents. This tax-withholding mechanism is common in equity compensation and does not indicate a voluntary market sale.

How does this Kohl’s (KSS) Form 4 reflect the structure of Raymond Christie’s compensation?

The Form 4 highlights that a significant portion of Raymond Christie’s compensation comes from equity awards. It shows dividend-equivalent shares on vested RSUs, tax-withholding share dispositions, and a post-transaction position that includes 135,208 unvested RSUs under Kohl’s Long-Term Compensation Plan.