What do the dividend-equivalent share awards mean for Kohl's (KSS) CFO compensation?

Dividend-equivalent share awards give the CFO additional shares instead of cash for dividends on performance and restricted stock units. In this case, extra shares tied to a $0.125 per-share dividend increased her equity-based compensation and align her interests with long-term shareholder outcomes.

Kohl's (NYSE: KSS) CFO awarded shares, holds 422K stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kohl’s Corp Chief Financial Officer Jill Timm reported routine equity compensation adjustments. She received 314 shares tied to performance share units and 605 shares tied to restricted stock units as dividend-equivalent issuances linked to a $0.125 per-share dividend.

To cover related tax withholding obligations, 148 shares and 287 shares of common stock were withheld, rather than sold on the open market. After these transactions, she directly holds 422,613 common shares, which include 191,665 unvested restricted stock units under the company’s long-term compensation plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Timm Jill

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	314	$0.00	--
Tax Withholding	Common Stock	148	$12.90	$2K
Grant/Award	Common Stock	605	$0.00	--
Tax Withholding	Common Stock	287	$12.90	$4K

Holdings After Transaction: Common Stock — 422,761 shares (Direct)

Footnotes (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 191,665 unvested restricted stock units.

Key Figures

Dividend-equivalent PSU shares: 314 shares Dividend-equivalent RSU shares: 605 shares Tax withholding shares: 435 shares +4 more

7 metrics

Dividend-equivalent PSU shares 314 shares Additional common shares for performance share units tied to $0.125 dividend

Dividend-equivalent RSU shares 605 shares Additional common shares for vested restricted stock units

Tax withholding shares 435 shares 148 + 287 shares delivered to satisfy tax obligations at $12.90/share

Tax withholding price $12.90 per share Value used for tax-withholding dispositions on common stock

Shares held after transactions 422,613 shares Direct common stock holdings following all reported entries

Unvested restricted stock units 191,665 RSUs Unvested RSUs included within reported equity position

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

Key Terms

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

5 terms

restricted stock units financial

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

Long-Term Compensation Plan financial

"restricted stock unit dividend equivalent amounts 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.

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 →

04/03/2026 - 05:35 PM

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^*

Timm Jill

(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)
	Chief Financial Officer

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)
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	04/01/2026		A		314	A	⁽¹⁾	422,761	D
Common Stock	04/01/2026		F		148⁽²⁾	D	$12.9	422,613	D
Common Stock	04/01/2026		A		605	A	⁽³⁾	423,218	D
Common Stock	04/01/2026		F		287⁽⁴⁾	D	$12.9	422,931⁽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)
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 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 191,665 unvested restricted stock units.

	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Kohl's (KSS) CFO Jill Timm report?

Kohl’s CFO Jill Timm reported routine equity compensation activity, including additional common shares issued as dividend equivalents on performance and restricted stock units, and shares withheld to cover tax obligations. These are not open-market buys or sells but standard compensation-related adjustments.

How many Kohl's (KSS) shares does CFO Jill Timm hold after this Form 4?

After the reported transactions, Jill Timm directly holds 422,613 shares of Kohl’s common stock. This total includes both vested shares and 191,665 unvested restricted stock units under the company’s long-term compensation plan, reflecting a substantial ongoing equity stake.

Were any of the Kohl's (KSS) CFO’s transactions open-market sales or purchases?

None of the reported transactions were open-market sales or purchases. The filing shows share awards as dividend equivalents and shares withheld to satisfy tax obligations. Tax-withholding dispositions reduce share count but do not represent discretionary trading in the market.

How many Kohl's (KSS) shares were used for tax withholding in this Form 4?

A total of 435 Kohl’s shares were withheld for tax obligations, reported in two transactions of 148 shares and 287 shares at $12.90 per share. These withholdings settled tax liabilities related to the dividend-equivalent share issuances, without open-market selling.