Kohl's (KSS) director credited dividend-equivalent deferred stock units

Rhea-AI Filing Summary

Kohl's Corp reported that one of its directors received additional deferred restricted stock units as dividend equivalents on its common stock.

On December 24, 2025, the director was credited with 146 and 37 additional deferred restricted stock units in lieu of a $0.125 per share dividend paid on all common shares. After these credits, the director beneficially owns 37,890 deferred restricted stock units directly, which includes 25,370 unvested units.

These awards do not reflect open-market stock purchases or sales; they reinvest the cash dividend into additional stock-based units that vest and settle on the same schedule as the director’s existing deferred restricted stock units.

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^*

Arlin Wendy C.

(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		146	A	(1)	37,853	D
Common Stock	12/24/2025		A		37	A	(2)	37,890(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 25,370 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 Corp (KSS) report in this Form 4?

The company reported that a director received additional deferred restricted stock units as dividend equivalents on existing awards, rather than buying or selling stock in the market.

How many additional stock units did the Kohl's (KSS) director receive?

The director received 146 additional deferred restricted stock units in one line item and 37 additional units in another, both credited on December 24, 2025.

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

The units were granted in lieu of a $0.125 per share dividend that the company paid on all common stock, effectively reinvesting the dividend into additional deferred restricted stock units.

How many deferred restricted stock units does the Kohl's (KSS) director now hold?

Following the reported transactions, the director beneficially owns 37,890 deferred restricted stock units, including 25,370 that are noted as unvested.

Do these Kohl's (KSS) Form 4 transactions involve open-market stock trades?

No. The reported entries reflect dividend-equivalent grants of deferred restricted stock units, not open-market purchases or sales of Kohl's common stock.

When will the new Kohl's (KSS) deferred restricted stock units vest and settle?

The additional units will vest and be settled on the same schedule as the underlying deferred restricted stock units to which they relate.