Were Mari Steinmetz’s Kohl's (KSS) share sales made under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the aggregate sale of 606 shares occurred automatically under a previously disclosed Rule 10b5-1 trading plan adopted on November 26, 2025. Such pre-arranged plans are designed to systematize insider transactions over time.

Kohl's (NYSE: KSS) HR chief’s 606-share sale comes via 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kohl's Corp senior executive Mari Steinmetz reported several equity transactions in company common stock. She sold 606 shares on March 30, 2026 in an open-market trade at $12.33 per share under a previously disclosed Rule 10b5-1 trading plan. After this sale, she directly owned 216,613 shares.

On March 28–29, 2026, she received grants totaling 157 shares as dividend-equivalent issuances on vested restricted stock units and had 201 shares withheld at $12.46 per share to satisfy tax obligations upon RSU vesting. Her position also includes 198,069 unvested restricted stock units, indicating the transactions affect only a small portion of her overall equity exposure.

Insider Trade Summary 10b5-1

Net Seller: 606 shares ($7,472)

Net Sell 5 txns

Insider Steinmetz Mari

Role Sr. EVP, Chief People Officer

Sold 606 shs ($7K)

Type	Security	Shares	Price	Value
Sale	Common Stock	606	$12.33	$7K
Grant/Award	Common Stock	73	$0.00	--
Tax Withholding	Common Stock	90	$12.46	$1K
Grant/Award	Common Stock	84	$0.00	--
Tax Withholding	Common Stock	111	$12.46	$1K

Holdings After Transaction: Common Stock — 216,613 shares (Direct)

Footnotes (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 198,069 unvested restricted stock units. The reported sale of an aggregate of 606 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

Key Figures

Open-market sale: 606 shares at $12.33 Direct holdings after sale: 216,613 shares Dividend-equivalent grants: 73 shares and 84 shares +2 more

5 metrics

Open-market sale 606 shares at $12.33 Common Stock sale on March 30, 2026

Direct holdings after sale 216,613 shares Common Stock directly owned after March 30, 2026

Dividend-equivalent grants 73 shares and 84 shares A-code grants on March 28–29, 2026 at $0.00

Tax-withholding shares 90 shares and 111 shares at $12.46 F-code dispositions on March 28–29, 2026

Unvested RSUs 198,069 units Unvested restricted stock units included in holdings

Key Terms

Rule 10b5-1 trading plan, dividend equivalent amount, restricted stock units, tax withholding obligations, +1 more

5 terms

Rule 10b5-1 trading plan financial

"occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

dividend equivalent amount financial

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

restricted stock units financial

"vested restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan"

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.

tax withholding obligations financial

"Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units"

Long-Term Compensation Plan financial

"under the Company's Long-Term Compensation Plan"

A long-term compensation plan is a pay program that rewards executives and employees based on performance or continued service over multiple years, often using stock awards, options or multi-year bonuses. It matters to investors because it shapes managers’ incentives, affects potential share dilution and company costs, and signals whether leadership is encouraged to focus on sustainable growth rather than short-term results — like planting an orchard that pays off only after several seasons.

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Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 09:05 AM

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).

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)
03/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/28/2026		A		84	A	⁽¹⁾	217,347	D
Common Stock	03/28/2026		F		111⁽²⁾	D	$12.46	217,236	D
Common Stock	03/29/2026		A		73	A	⁽¹⁾	217,309	D
Common Stock	03/29/2026		F		90⁽²⁾	D	$12.46	217,219	D
Common Stock	03/30/2026		S		606	D	$12.33	216,613⁽³⁾	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 198,069 unvested restricted stock units.

4. The reported sale of an aggregate of 606 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.	03/31/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Mari Steinmetz report in Kohl's (KSS) stock?

Mari Steinmetz reported a small open-market sale and routine equity adjustments. She sold 606 Kohl's common shares at $12.33 and also had restricted stock-related share grants and tax-withholding dispositions, leaving her with 216,613 directly owned shares plus substantial unvested RSUs.

How many Kohl's (KSS) shares does Mari Steinmetz hold after these Form 4 transactions?

After the reported transactions, Mari Steinmetz directly owns 216,613 Kohl's common shares. In addition to these shares, a footnote states that her holdings include 198,069 unvested restricted stock units, which represent a significant additional equity interest tied to future vesting.

What is the size and price of Mari Steinmetz’s open-market sale of KSS shares?

Mari Steinmetz sold 606 shares of Kohl's common stock in an open-market transaction at $12.33 per share. This is a relatively small sale compared with her 216,613 directly owned shares and large unvested restricted stock unit position reported in the same filing.

Why were some Kohl's (KSS) shares withheld from Mari Steinmetz in these transactions?

The filing states that 201 shares were used to satisfy tax withholding obligations tied to vesting restricted stock units and related dividend equivalents. These F-code transactions are not open-market sales but share withholdings under the company’s Long-Term Compensation Plan.

What do the A-code grants to Mari Steinmetz in the Kohl's Form 4 represent?

The A-code transactions for 73 and 84 shares are described as issuances representing dividend equivalent amounts on vested restricted stock units. These are additional shares granted in connection with existing RSUs, rather than open-market purchases, and reflect the company’s compensation structure.