Was Mari Steinmetz’s Kohl's (KSS) share sale under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the 351-share sale occurred automatically under a previously disclosed Rule 10b5-1 trading plan adopted on November 26, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing.

Kohl's (NYSE: KSS) HR chief reports grant, tax withholding and small sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kohl's Corp senior executive Mari Steinmetz reported routine equity compensation activity and a small pre-planned share sale. She received 513 shares of common stock as a dividend-equivalent grant tied to vested restricted stock units, while 1,246 shares were withheld to cover tax obligations on those vestings under the company’s long-term compensation plan.

Steinmetz also sold 351 shares of common stock in an open-market transaction at $13.51 per share, executed automatically under a previously adopted Rule 10b5-1 trading plan. After these transactions, she directly holds 243,254 common shares, including 218,156 unvested restricted stock units, indicating the sale was small relative to her overall position.

Insider Trade Summary 10b5-1

Net Seller: 1,084 shares

Net Sell 3 txns

Insider Steinmetz Mari

Role Sr. EVP, Chief People Officer

Sold 351 shs ($5K)

Type	Security	Shares	Price	Value
Sale	Common Stock	351	$13.51	$5K
Grant/Award	Common Stock	513	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,246	$13.46	$17K

Holdings After Transaction: Common Stock — 243,254 shares (Direct)

Footnotes (4)

F1. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units.
F2. 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.
F3. Includes 218,156 unvested restricted stock units.
F4. The reported sale of an aggregate of 351 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

Key Figures

Open-market shares sold: 351 shares Sale price: $13.51/share Dividend-equivalent grant: 513 shares +3 more

6 metrics

Open-market shares sold 351 shares Common stock sale at $13.51 per share

Sale price $13.51/share Price for 351-share open-market sale

Dividend-equivalent grant 513 shares Issuance tied to vested restricted stock units

Tax-withholding shares 1,246 shares Shares withheld to satisfy tax obligations on vesting

Post-transaction holdings 243,254 shares Direct common stock holdings after transactions

Unvested RSUs included 218,156 units Unvested restricted stock units within total holdings

Key Terms

restricted stock units, dividend equivalent amount, tax withholding obligations, Long-Term Compensation Plan, +1 more

5 terms

restricted stock units financial

"Includes 218,156 unvested 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.

dividend equivalent amount financial

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

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."

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.

Rule 10b5-1 trading plan regulatory

"occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/15/2026 - 04:37 PM

FAQ

What insider transactions did KSS executive Mari Steinmetz report?

Mari Steinmetz reported a small automatic open-market sale of 351 Kohl's shares, a grant of 513 shares as dividend equivalents, and 1,246 shares withheld for taxes. These moves stem from routine equity compensation and tax obligations tied to restricted stock units.

How many Kohl's (KSS) shares did Mari Steinmetz sell and at what price?

She sold 351 shares of Kohl's common stock at $13.51 per share in an open-market trade. The transaction was executed automatically under a previously adopted Rule 10b5-1 trading plan, indicating it was pre-scheduled rather than a discretionary market-timing decision.

What equity awards did Mari Steinmetz receive from Kohl's (KSS)?

She received 513 additional Kohl's shares as a dividend-equivalent issuance on vested restricted stock units. This represents routine compensation under the company’s long-term compensation plan, increasing her direct share holdings without any cash outlay at the time of the award.

Why were 1,246 Kohl's (KSS) shares disposed of in Mari Steinmetz’s Form 4?

The 1,246 shares were used to satisfy tax withholding obligations when her restricted stock units vested. This tax-withholding disposition is not an open-market sale; it is an automatic mechanism to cover taxes due on equity compensation awards.

How many Kohl's (KSS) shares does Mari Steinmetz hold after the transactions?

After the reported transactions, she directly holds 243,254 Kohl's common shares. This total includes 218,156 unvested restricted stock units, showing that her remaining equity stake is large relative to the small number of shares sold in the open market.

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^*

Steinmetz Mari

(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 People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/14/2026		A		513	A	⁽¹⁾	244,851	D
Common Stock	04/14/2026		F		1,246⁽²⁾	D	$13.46	243,605	D
Common Stock	04/15/2026		S		351	D	$13.51	243,254⁽³⁾	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 218,156 unvested restricted stock units.

4. The reported sale of an aggregate of 351 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

	By: Megan E. Glise, P.O.A.	04/15/2026
	** 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)

Source: View Original Filing on SEC EDGAR