[Form 4] KOHLS Corp Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Raymond Christie at Kohl's (KSS): The filing reports two September 15, 2025 transactions. Mr. Christie received 3,682 shares as dividend equivalents tied to vested restricted stock units, bringing his beneficial ownership to 232,031 shares. On the same date he disposed of 5,642 shares at $15.30 each, leaving 226,389 shares beneficially owned. The filing clarifies that 140,165 of the shares included in beneficial ownership are unvested restricted stock units. The Form 4 is signed by a P.O.A. on September 17, 2025.

Positive

• Received 3,682 shares as dividend equivalents on vested restricted stock units, increasing economic stake.
• Retains substantial beneficial ownership with 226,389 shares after the reported sell, indicating continued alignment with shareholders.

Negative

• Disposed of 5,642 shares at $15.30, a reduction in direct holdings on the reported date.
• 140,165 shares are unvested RSUs, meaning a large portion of reported ownership is subject to vesting and not immediately transferable.

Insights

Financial Analyst

TL;DR: Insider received dividend-equivalent shares and sold a small block; net holdings remain substantial with a large unvested RSU balance.

The reported issuance of 3,682 shares as dividend equivalents increases economic exposure without immediate cash cost to the reporting person. The 5,642-share disposition at $15.30 appears modest relative to total beneficial ownership, reducing direct holdings from 232,031 to 226,389 shares. The filing highlights that 140,165 shares are unvested RSUs, indicating a significant portion of reported ownership is subject to vesting conditions, which affects near-term liquidity and control metrics.

Corporate Governance Expert

TL;DR: Transactions are routine compensation-related activity and tax withholding; no governance red flags disclosed.

The Form 4 discloses issuance related to vested RSUs and share withholding to satisfy tax obligations, common elements of executive compensation programs. The signature by a power of attorney is properly noted. The filing does not disclose any exceptions, related-party transactions beyond standard equity compensation, or material changes to board or officer status in this document.

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
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP & Chief Marketing Off.

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		3,682	A	(1)	232,031	D
Common Stock	09/15/2025		F		5,642(2)	D	$15.3	226,389(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 the 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 140,165 unvested restricted stock units.

	By Megan E. Glise, P.O.A.	09/17/2025
	** 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 transactions did Raymond Christie report on the KSS Form 4?

The Form 4 reports receipt of 3,682 shares as dividend equivalents and a sale of 5,642 shares at $15.30 on 09/15/2025.

How many KSS shares does Raymond Christie beneficially own after these transactions?

Following the reported transactions, Mr. Christie beneficially owns 226,389 shares according to the filing.

How many of Mr. Christie’s shares are unvested restricted stock units?

The filing states that 140,165 of the shares included in beneficial ownership are unvested restricted stock units.

What was the reason given for the share issuance and disposition?

The filing explains the 3,682 shares were issued as dividend equivalents on vested RSUs, and 5,642 shares were used to satisfy tax withholding obligations upon vesting under the Company's Long-Term Compensation Plan.

Who signed the Form 4 and when?

The Form 4 is signed by Megan E. Glise, P.O.A. on 09/17/2025.