Kohl’s (KSS) Sr. EVP reports stock award and tax withholding entries

Rhea-AI Filing Summary

Kohl’s Corp executive Jennifer J. Kent reported routine equity compensation activity involving company common stock. She acquired 20,799 shares on March 19, 2026 at $0.00 per share through settlement of performance share units under Kohl’s Long-Term Compensation Plan. On the same date, 6,656 shares were withheld at $12.03 per share to satisfy tax withholding obligations, which is an administrative disposition rather than an open-market sale. After these transactions, she directly holds 212,624 shares of Kohl’s common stock, including 102,793 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

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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^*

Kent Jennifer J.

(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, CLO & Corp. Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		A		20,799(1)	A	$0	219,280	D
Common Stock	03/19/2026		F		6,656(2)	D	$12.03	212,624(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. Shares acquired in settlement of performance share units (which were not derivative securities) received under the Company's Long-Term Compensation Plan.

2. 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 1.

3. Includes 102,793 unvested restricted stock units.

	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 Jennifer J. Kent report?

Jennifer J. Kent reported equity compensation activity on March 19, 2026, receiving 20,799 Kohl’s common shares from performance share units, with 6,656 shares withheld to cover taxes. These are compensation and tax-related entries, not open-market purchases or sales.

Were Jennifer J. Kent’s Kohl’s (KSS) transactions open-market buys or sells?

No, Jennifer J. Kent’s transactions were not open-market trades. She received 20,799 shares as a compensation award and had 6,656 shares withheld by Kohl’s to satisfy tax obligations, a standard non-market tax-withholding disposition rather than a voluntary sale.

How many Kohl’s (KSS) shares does Jennifer J. Kent hold after this Form 4?

Following the March 19, 2026 transactions, Jennifer J. Kent directly holds 212,624 shares of Kohl’s common stock. This total includes 102,793 unvested restricted stock units, reflecting a significant ongoing equity-based compensation position with the company.

What is the source of the 20,799 Kohl’s (KSS) shares granted to Jennifer J. Kent?

The 20,799 shares were acquired through settlement of performance share units under Kohl’s Long-Term Compensation Plan. The footnotes specify these performance share units were not derivative securities and converted into common shares at no cash cost to Kent.

Why were 6,656 Kohl’s (KSS) shares withheld in Jennifer J. Kent’s Form 4?

Kohl’s withheld 6,656 shares from Jennifer J. Kent at a price of $12.03 per share to satisfy tax withholding obligations tied to her performance share unit settlement. This is described as a tax-withholding disposition, not an open-market sale transaction.

What portion of Jennifer J. Kent’s Kohl’s (KSS) holdings are unvested units?

Her disclosed position includes 102,793 unvested restricted stock units within the 212,624 total direct shares reported after the transactions. These unvested units represent equity awards that remain subject to vesting conditions under Kohl’s compensation programs.