Kohl's (NYSE: KSS) HR chief logs large RSU grant and small 10b5-1 sale

Rhea-AI Filing Summary

Kohl's Senior EVP and Chief People Officer Mari Steinmetz reported a mix of equity awards and a small automatic share sale. She received 151,745 restricted stock units under the company’s long-term plan on March 13, 2026, tied to her promotion to Senior Executive Vice President, Chief People Officer.

On March 19, 2026 she acquired 9,706 common shares through settlement of performance share units, with 3,375 shares withheld at $12.03 per share to cover taxes. On March 20, 2026 an open-market sale of 1,583 shares at $12.81 per share was executed automatically under a previously adopted Rule 10b5-1 trading plan. After these transactions she holds 218,750 common shares directly, including 203,822 unvested 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

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).

X

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^*

Steinmetz Mari

(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, Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		A		151,745	A	(1)	214,002	D
Common Stock	03/19/2026		A		9,706(2)	A	$0	223,708	D
Common Stock	03/19/2026		F		3,375(3)	D	$12.03	220,333	D
Common Stock	03/20/2026		S		1,583	D	$12.81	218,750(4)	D(5)

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 restricted stock units pursuant to the Company's Long-Term Compensation Plan. These restricted stock units vest in five equal annual installments on the first through fifth anniversaries of the grant date. Consistent with past practices, the Company granted these restricted stock units effective March 13, 2026, upon Ms. Steinmetz's promotion to Senior Executive Vice President, Chief People Officer on February 27, 2026.

2. Shares acquired in settlement of performance share units (which were not derivative securities) received under the Company's Long-Term Compensation Plan.

3. Represents shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on March 19, 2026 in settlement of performance share units reflected in Footnote 2.

4. Includes 203,822 unvested restricted stock units.

5. The reported sale of an aggregate of 1,583 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

	By: Megan E. Glise, P.O.A.	03/20/2026
	** 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 Mari Steinmetz report?

Mari Steinmetz reported equity awards and a small share sale. She received 151,745 restricted stock units, acquired 9,706 shares from performance share units, had 3,375 shares withheld for taxes, and sold 1,583 shares in an automatic open-market trade.

How many Kohl's (KSS) shares does Mari Steinmetz hold after these transactions?

After the reported transactions, Mari Steinmetz directly holds 218,750 Kohl's common shares. This total includes 203,822 unvested restricted stock units granted under the company’s long-term compensation plan, reflecting a substantial ongoing equity stake tied to her executive role.

Was the Kohl's (KSS) insider share sale by Mari Steinmetz discretionary or pre-planned?

The 1,583-share sale by Mari Steinmetz was pre-planned. The filing notes it occurred automatically under a previously disclosed Rule 10b5-1 trading plan adopted on November 26, 2025, indicating the timing was scheduled in advance rather than a discretionary market-timed sale.

What equity awards did Kohl's (KSS) grant Mari Steinmetz in connection with her promotion?

Kohl's granted Mari Steinmetz 151,745 restricted stock units under its long-term compensation plan. These units vest in five equal annual installments on the first through fifth anniversaries of the March 13, 2026 grant date, aligning her compensation with longer-term company performance.

How were Kohl's (KSS) performance share units settled for Mari Steinmetz?

Performance share units for Mari Steinmetz were settled in 9,706 common shares on March 19, 2026. To satisfy tax obligations, 3,375 of those shares were withheld by Kohl's at $12.03 per share, leaving the remainder delivered to her as part of compensation.

How do the reported Kohl's (KSS) insider sales compare with the executive’s total holdings?

The only sale disclosed was 1,583 shares at $12.81 per share. Following all transactions, Mari Steinmetz holds 218,750 common shares, including 203,822 unvested restricted stock units, indicating the reported sale is small relative to her overall equity position.