Kohl's CTO reports 2,038 RSU tax-withheld shares

Kohl’s CTO received a small stock award tied to RSU dividend equivalents while shares were withheld to cover RSU vesting tax obligations.

Rhea-AI Filing Summary

KOHLS Corp (KSS) reported that Chief Technology Officer Steven E. Dee received an award of 139 shares of common stock on September 15, 2026, as additional shares representing dividend equivalents on vested restricted stock units. On the same date, 2,038 shares of common stock were withheld at $17.17 per share to satisfy tax withholding obligations upon vesting of restricted stock units and related dividend equivalents under the Long-Term Compensation Plan. A related footnote states that his holdings include 61,642 unvested restricted stock units, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DEE STEVEN E.

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	139	--	--
Tax Withholding	Common Stock F2, F3	2,038	$17.17	$35K

Holdings After Transaction: Common Stock — 65,973 shares (Direct)

Footnotes (3)

1. F1. Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units.
2. 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.
3. F3. Includes 61,642 unvested restricted stock units.

Key Figures

Shares granted as dividend equivalent: 139 shares Shares withheld for taxes: 2,038 shares Tax withholding share price: $17.17 per share +1 more

4 metrics

Shares granted as dividend equivalent 139 shares Common stock issued on September 15, 2026 as dividend equivalents on vested RSUs

Shares withheld for taxes 2,038 shares Shares used to satisfy tax withholding on RSU vesting and dividend equivalents

Tax withholding share price $17.17 per share Price applied to the 2,038 shares withheld for tax obligations

Unvested restricted stock units 61,642 units Unvested RSUs included in the CTO’s equity holdings per footnote

Key Terms

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

4 terms

restricted stock units financial

"Includes 61,642 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 the dividend equivalent amount on vested"

tax withholding obligations financial

"Represents shares used to satisfy tax withholding obligations upon vesting"

Long-Term Compensation Plan financial

"dividend equivalent amounts 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.

FAQ

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

What insider transactions did KSS report for CTO Steven E. Dee on September 15, 2026?

Kohl’s reported that Chief Technology Officer Steven E. Dee received 139 shares as dividend-equivalent shares on vested RSUs and had 2,038 shares withheld to cover tax obligations upon RSU vesting on September 15, 2026.

How many Kohl’s (KSS) shares were granted to the CTO as part of RSU dividend equivalents?

The CTO received an issuance of 139 shares of common stock, described as additional shares representing the dividend equivalent amount on vested restricted stock units.

How many Kohl’s (KSS) shares were withheld for taxes on the CTO’s RSU vesting and at what price?

A total of 2,038 shares of Kohl’s common stock were used to satisfy tax withholding obligations upon vesting of restricted stock units, at a reported price of $17.17 per share.

Does the Kohl’s (KSS) Form 4 indicate a Rule 10b5-1 trading plan for these CTO transactions?

No. The filing indicates no Rule 10b5-1 plan is reported for these transactions involving the Chief Technology Officer.

What continuing equity awards does the Kohl’s (KSS) CTO hold after these transactions?

A footnote states that the CTO’s position includes 61,642 unvested restricted stock units, reflecting ongoing equity-based compensation in addition to the common stock transactions reported.

Were the Kohl’s (KSS) CTO’s share dispositions market sales?

No. The 2,038-share disposition is described as shares used to satisfy tax withholding obligations upon vesting of restricted stock units and related dividend equivalents, rather than an open-market sale.

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

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Available on EDGAR 09/16/2026 - 05:29 PM Accepted by SEC EDGAR 09/16/2026 - 05:29 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^*

DEE STEVEN E.

(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)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		A		139	A	(1)	68,011	D
Common Stock	09/15/2026		F		2,038(2)	D	$17.17	65,973(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 61,642 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	09/16/2026
	** 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)