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Kohls (NYSE: KSS) exec logs RSU dividend shares and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kohls Corp senior executive Fred Hand reported routine equity compensation-related share movements. He acquired 937 shares of common stock as dividend equivalent amounts on vested restricted stock units. On the same date, 8,167 shares were withheld at $12.20 per share to cover tax obligations tied to vesting of restricted stock units and related dividend equivalents under the company’s Long-Term Compensation Plan.

After these transactions, Hand directly owned 251,975 common shares, which include 113,172 unvested restricted stock units. These events reflect compensation and tax withholding mechanics rather than open-market buying or selling.

Positive

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Negative

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Insider Hand Fred
Role Sr. EVP, Director of Stores
Type Security Shares Price Value
Grant/Award Common Stock 937 $0.00 --
Tax Withholding Common Stock 8,167 $12.20 $100K
Holdings After Transaction: Common Stock — 260,142 shares (Direct)
Footnotes (1)
  1. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan. Includes 113,172 unvested restricted stock units.
RSU dividend equivalent shares 937 shares Common stock granted as dividend equivalent on vested RSUs on March 31, 2026
Shares withheld for taxes 8,167 shares at $12.20 Common stock used to satisfy tax withholding on RSU vesting on March 31, 2026
Post-transaction holdings 251,975 shares Directly owned common shares following transactions
Unvested RSUs 113,172 units Unvested restricted stock units included within reported holdings
restricted stock units financial
"Issuance of additional shares representing dividend equivalent amount on vested 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.
dividend equivalent amount financial
"Issuance of additional shares representing dividend equivalent amount on vested restricted stock units."
tax withholding obligations financial
"Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts"
Long-Term Compensation Plan financial
"under the Company's Long-Term Compensation Plan."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. EVP, Director of Stores
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026A937A(1)260,142D
Common Stock03/31/2026F8,167(2)D$12.2251,975(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units.
2. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan.
3. Includes 113,172 unvested restricted stock units.
By: Megan E. Glise, P.O.A.04/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did KOHLS Corp (KSS) executive Fred Hand report?

Fred Hand reported routine equity compensation-related transactions. He received 937 common shares as dividend equivalents on vested restricted stock units, and 8,167 shares were withheld to satisfy tax obligations tied to those vestings and related dividend equivalents.

Did Fred Hand buy or sell KOHLS Corp (KSS) shares in the open market?

The filing shows no open-market buying or selling. Reported activity reflects an equity award and tax withholding, with 8,167 shares delivered back to the company to cover taxes on vested restricted stock units and related dividend equivalents.

How many KOHLS Corp (KSS) shares does Fred Hand hold after this Form 4?

After the reported transactions, Fred Hand directly owns 251,975 KOHLS Corp common shares. This total includes 113,172 unvested restricted stock units that may convert into shares in the future if vesting conditions are satisfied.

What is the nature of the 937 KOHLS Corp (KSS) shares granted to Fred Hand?

The 937 shares represent dividend equivalent amounts on vested restricted stock units. Instead of cash dividends, additional shares were issued so his RSU holdings received equivalent value to dividends paid on KOHLS Corp common stock.

Why were 8,167 KOHLS Corp (KSS) shares withheld from Fred Hand?

The 8,167 shares were used to satisfy tax withholding obligations when restricted stock units and related dividend equivalents vested. This is a common practice where shares are surrendered to cover income tax due at vesting.

What does it mean that Fred Hand has 113,172 unvested restricted stock units at KOHLS Corp (KSS)?

Unvested restricted stock units are share-based awards that have not yet fully vested. Fred Hand’s 113,172 unvested RSUs could convert into common shares over time, subject to continued service and any performance or vesting conditions.