Kohl's (KSS) director reports dividend-equivalent restricted stock units

Rhea-AI Filing Summary

Kohl's Corporation director reports small stock-related awards linked to a dividend. On December 24, 2025, the director received 106 additional deferred restricted stock units and a separate award of 37 deferred restricted stock units. Both awards were granted in lieu of the company’s $0.125 per share cash dividend on all common stock payable that day and will vest or settle on the same schedule as the underlying deferred restricted stock units they track.

After these transactions, the director beneficially owned 40,316 shares or units of Kohl's common stock in total, including 18,394 unvested deferred restricted stock units. The filing shows these holdings as directly owned.

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

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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^*

Mitchell Robbin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

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	12/24/2025		A		106	A	(1)	40,279	D
Common Stock	12/24/2025		A		37	A	(2)	40,316(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. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on December 24, 2025. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units.

2. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on December 24, 2025. These units will be settled on the same schedule as the underlying deferred restricted stock units.

3. Includes 18,394 unvested deferred restricted stock units.

	By Megan E. Glise, P.O.A.	12/29/2025
	** 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 insider transaction did Kohl's (KSS) disclose in this filing?

The filing shows a director of Kohl's Corporation received two small awards of deferred restricted stock units, totaling 143 units, tied to a cash dividend paid on December 24, 2025.

Why did the Kohl's (KSS) director receive additional deferred restricted stock units?

The director received the additional units in lieu of the company’s $0.125 per share cash dividend on all common stock payable on December 24, 2025, so the deferred restricted stock units receive equivalent value.

How many Kohl's shares or units does the reporting director own after the transaction?

Following the reported transactions, the director beneficially owned 40,316 shares or units of Kohl's common stock, which includes 18,394 unvested deferred restricted stock units.

What is the vesting or settlement schedule for the new Kohl's deferred stock units?

The additional deferred restricted stock units will vest and/or be settled on the same schedule as the underlying deferred restricted stock units to which they relate, as stated in the explanation of responses.

Does this Kohl's (KSS) insider transaction involve derivative securities like options or warrants?

The disclosure lists activity only in common stock and deferred restricted stock units in Table I. Table II for derivative securities does not show any specific transactions in the excerpt.

Was this Kohl's director filing made by one person or a group?

The document indicates that the form was filed by one reporting person, and the signature block is executed by Megan E. Glise under power of attorney.