Kohl's (KSS) senior exec granted stock, withholds shares for taxes

Rhea-AI Filing Summary

Kohl's Corp senior executive Fred Hand reported routine equity compensation transactions involving company common stock. On April 1, 2026, he received 117 shares tied to performance share units and 409 shares as dividend equivalents on vested restricted stock units, both issued at no cash cost.

To cover tax withholding on these issuances, 29 shares and 101 shares were withheld at $12.90 per share instead of using cash. After these awards and withholdings, Hand directly held 252,371 shares of Kohl's common stock, including 113,172 unvested restricted stock units. These entries reflect compensation and related tax withholding, not open-market buying or selling.

Insights

Equity compensation analyst

Routine stock awards and tax withholding, no open-market trades.

Senior executive Fred Hand received common stock as part of long-term incentives, linked to performance share units, restricted stock units, and related dividend equivalents. The awards were recorded at $0 per share, indicating pure equity compensation rather than cash-funded purchases.

Shares withheld under code F at $12.90 per share were used to satisfy tax obligations, not discretionary sales. After these transactions, Hand held 252,371 shares, including 113,172 unvested RSUs, suggesting a substantial continuing stake. Overall, this filing shows routine compensation mechanics without directional trading signals.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hand Fred

Role Sr. EVP, Director of Stores

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	117	$0.00	--
Tax Withholding	Common Stock	29	$12.90	$374.10
Grant/Award	Common Stock	409	$0.00	--
Tax Withholding	Common Stock	101	$12.90	$1K

Holdings After Transaction: Common Stock — 252,092 shares (Direct)

Footnotes (1)

1. Issuance of additional shares in respect of shares issued in settlement of performance share units in lieu of a $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026. Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares. Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock unit dividend equivalent amounts under the Company's Long-Term Compensation Plan. Includes 113,172 unvested restricted stock units.

Key Figures

Performance share unit dividend shares: 117 shares RSU dividend equivalent shares: 409 shares Shares withheld for taxes: 130 shares +4 more

7 metrics

Performance share unit dividend shares 117 shares Additional shares issued in respect of performance share units on April 1, 2026

RSU dividend equivalent shares 409 shares Additional shares representing dividend equivalents on vested RSUs

Shares withheld for taxes 130 shares Tax withholding dispositions at $12.90 per share

Tax withholding price $12.90 per share Value used for shares withheld to satisfy tax obligations

Post-transaction holdings 252,371 shares Total Kohl's common shares directly held after transactions

Unvested RSUs included 113,172 units Unvested restricted stock units included in total holdings

Company cash dividend $0.125 per share Dividend on all common stock payable April 1, 2026

Key Terms

performance share units, dividend equivalent amount, restricted stock units, Long-Term Compensation Plan, +1 more

5 terms

performance share units financial

"Issuance of additional shares in respect of shares issued in settlement of performance share units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

dividend equivalent amount financial

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

restricted stock units financial

"Includes 113,172 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.

Long-Term Compensation Plan financial

"dividend equivalent amounts under the Company's Long-Term Compensation Plan."

tax withholding obligations financial

"Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares."

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

Hand Fred

(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, Director of Stores

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		A		117	A	(1)	252,092	D
Common Stock	04/01/2026		F		29(2)	D	$12.9	252,063	D
Common Stock	04/01/2026		A		409	A	(3)	252,472	D
Common Stock	04/01/2026		F		101(4)	D	$12.9	252,371(5)	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 in respect of shares issued in settlement of performance share units in lieu of a $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026.

2. Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares.

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

4. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock unit dividend equivalent amounts under the Company's Long-Term Compensation Plan.

5. Includes 113,172 unvested restricted stock units.

Remarks:

As previously announced, Mr. Hand retired from the Company effective April 3, 2026.

	By: Megan E. Glise, P.O.A.	04/03/2026
	** 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)

FAQ

What insider transactions did Kohl's (KSS) executive Fred Hand report?

Fred Hand reported stock-based compensation and related tax withholding. He received 117 shares tied to performance share units and 409 shares as dividend equivalents on vested restricted stock units, while 130 shares were withheld to cover tax obligations on these awards.

Were any of Fred Hand’s Kohl's (KSS) transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They reflect stock awards and dividend equivalents granted at no cash cost, with shares withheld at $12.90 per share solely to satisfy tax obligations arising from those equity awards.

How many Kohl's (KSS) shares does Fred Hand hold after these transactions?

After the reported transactions, Fred Hand directly holds 252,371 shares of Kohl's common stock. This total includes 113,172 unvested restricted stock units, indicating a large ongoing equity-based compensation and ownership position in the company.

What is the role of dividend equivalents in Fred Hand’s Kohl's (KSS) awards?

Dividend equivalents provided additional shares instead of cash. Some shares were issued in respect of performance share units and as dividend equivalents on vested restricted stock units, aligning his compensation with the company’s $0.125 per share common stock dividend policy.

Why were Kohl's (KSS) shares withheld from Fred Hand’s awards?

Shares were withheld to cover tax obligations tied to the equity awards. Specifically, 29 and 101 shares were withheld at $12.90 per share to satisfy tax withholding on additional shares issued, rather than using cash payments for those tax liabilities.