Kohl’s (KSS) CFO Jill Timm granted RSUs while shares withheld for taxes

Rhea-AI Filing Summary

Kohl’s Corp Chief Financial Officer Jill Timm reported equity compensation activity in company common stock. On March 30, she received a grant of 91,803 shares as part of the company’s long-term incentive program, in the form of time-vested restricted stock units that vest in three equal annual installments. On March 31, she received an additional 1,078 shares representing dividend equivalents on vested restricted stock units and, separately, 14,381 shares were withheld at $12.20 per share to satisfy tax obligations tied to vesting. After these transactions, she directly holds 422,447 shares of Kohl’s common stock, including 191,665 unvested restricted stock units, reflecting routine compensation and tax withholding rather than open-market trading.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Timm Jill

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,078	$0.00	--
Tax Withholding	Common Stock	14,381	$12.20	$175K
Grant/Award	Common Stock	91,803	$0.00	--

Holdings After Transaction: Common Stock — 436,828 shares (Direct)

Footnotes (1)

1. Annual award pursuant to the Company's long-term incentive program. These time-vested restricted stock units vest in three equal annual installments on the first through third anniversaries of the grant date. 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 191,665 unvested restricted stock units.

Key Figures

Annual RSU grant: 91,803 shares Dividend-equivalent shares: 1,078 shares Tax withholding shares: 14,381 shares at $12.20 +2 more

5 metrics

Annual RSU grant 91,803 shares Time-vested restricted stock units granted March 30 under long-term incentive program

Dividend-equivalent shares 1,078 shares Additional shares issued for dividend equivalents on vested RSUs

Tax withholding shares 14,381 shares at $12.20 Shares used to satisfy tax obligations on RSU vesting March 31

Post-transaction holdings 422,447 shares Common stock directly held after reported transactions

Unvested RSUs included 191,665 units Unvested restricted stock units included in total post-transaction holdings

Key Terms

restricted stock units, dividend equivalent amount, tax withholding obligations, Long-Term Compensation Plan

4 terms

restricted stock units financial

"These time-vested restricted stock units vest in three equal annual installments"

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"

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 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)
03/30/2026

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	03/30/2026		A		91,803	A	(1)	435,750	D
Common Stock	03/31/2026		A		1,078	A	(2)	436,828	D
Common Stock	03/31/2026		F		14,381(3)	D	$12.2	422,447(4)	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. Annual award pursuant to the Company's long-term incentive program. These time-vested restricted stock units vest in three equal annual installments on the first through third anniversaries of the grant date.

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

3. 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.

4. Includes 191,665 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	04/01/2026
	** 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 did Kohl’s (KSS) CFO Jill Timm report in this Form 4?

Kohl’s CFO Jill Timm reported routine equity compensation activity, including restricted stock unit grants, dividend-equivalent shares, and shares withheld to cover taxes, all in company common stock rather than open-market purchases or sales.

How many Kohl’s (KSS) shares were granted to the CFO in this filing?

Jill Timm received a grant of 91,803 shares as time-vested restricted stock units. These awards are part of Kohl’s long-term incentive program and vest in three equal annual installments after the grant date.

Why were 14,381 Kohl’s (KSS) shares disposed of in this Form 4?

The 14,381 shares were used to satisfy tax withholding obligations upon vesting of restricted stock units and related dividend equivalents, reflecting a tax-withholding disposition rather than an open-market sale of Kohl’s stock.

What are the vesting terms of the Kohl’s (KSS) restricted stock units granted?

The annual restricted stock unit award vests in three equal annual installments on the first, second, and third anniversaries of the grant date, aligning the CFO’s compensation with longer-term Kohl’s performance.

How many Kohl’s (KSS) shares does the CFO hold after these transactions?

Following the reported transactions, Jill Timm directly holds 422,447 shares of Kohl’s common stock. This total includes 191,665 unvested restricted stock units that will vest over time, subject to the stated schedule.

What do dividend-equivalent shares mean in this Kohl’s (KSS) Form 4?

Dividend-equivalent shares represent additional stock issued to mirror dividends that would have been paid on restricted stock units. In this filing, 1,078 shares were issued as dividend equivalents on previously vested restricted stock units.