Kohls director granted 11,876 stock units

Floyd H. Charles reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Floyd H. Charles reported acquisition or exercise transactions in this Form 4 filing.

Kohl’s Corp director Floyd H. Charles received an equity award rather than buying shares on the market. He was granted 11,876 deferred restricted stock units under the company’s Long-Term Compensation Plan at no cash cost. These units vest in full on the earlier of the first anniversary of the grant date or the company’s next annual meeting, and will be settled in shares of common stock when his board service ends. Following this award, his direct holdings total 64,302 shares, including the unvested deferred units.

Insider Trade Summary

Grant/Award: 11,876 shares

Grant/Award 1 txn

Insider Floyd H. Charles

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,876	$0.00	$0.00

Holdings After Transaction: Common Stock — 64,302 shares (Direct)

Footnotes (2)

1. F1. Award of deferred restricted stock units under the Company's Long-Term Compensation Plan. These units vest in full on the earlier of: (1) the first anniversary of the grant date; or (2) the date of the Company's annual meeting for the following year. These units will be settled in shares of the Company's common stock on the reporting person's termination of service as a director.
2. F2. Includes 11,876 unvested deferred restricted stock units.

Key Figures

Deferred stock units granted: 11,876 units Total holdings after award: 64,302 shares Grant price per unit: $0.00 per unit +2 more

5 metrics

Deferred stock units granted 11,876 units Award of deferred restricted stock units under Long-Term Compensation Plan

Total holdings after award 64,302 shares Direct holdings following the reported grant transaction

Grant price per unit $0.00 per unit Equity compensation grant with no cash purchase price

Vesting trigger Earlier of 1-year anniversary or next annual meeting Time-based vesting condition for the deferred restricted stock units

Settlement timing On termination of director service Units settle in Kohl’s common stock when board service ends

Key Terms

deferred restricted stock units, Long-Term Compensation Plan, vest in full, annual meeting, +1 more

5 terms

deferred restricted stock units financial

"Award of deferred restricted stock units under the Company's Long-Term Compensation Plan."

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

Long-Term Compensation Plan financial

"Award of deferred restricted stock units 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.

vest in full financial

"These units vest in full on the earlier of: (1) the first anniversary of the grant date;"

annual meeting financial

"or (2) the date of the Company's annual meeting for the following year."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

settled in shares financial

"These units will be settled in shares of the Company's common stock on the reporting person's termination of service as a director."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kohl’s (KSS) director Floyd H. Charles receive in this Form 4?

Floyd H. Charles received 11,876 deferred restricted stock units as an equity award. The grant was made under Kohl’s Long-Term Compensation Plan and carries no cash exercise price, functioning as stock-based compensation for his service on the board of directors.

Is the Floyd H. Charles Form 4 for Kohl’s (KSS) a market purchase or compensation grant?

The Form 4 reflects a compensation grant, not an open-market share purchase. The transaction is coded as a grant or award acquisition at a price of $0.00 per unit, indicating director equity compensation rather than discretionary buying in the public market.

When do Floyd H. Charles’ 11,876 deferred units at Kohl’s (KSS) vest?

The 11,876 deferred restricted stock units vest in full on a time-based schedule. Vesting occurs on the earlier of the first anniversary of the grant date or the date of Kohl’s annual shareholder meeting in the following year, subject to continued board service.

How and when will Floyd H. Charles’ deferred units at Kohl’s (KSS) be settled?

The deferred restricted stock units will be settled in shares of Kohl’s common stock. Settlement occurs upon his termination of service as a director, meaning the share delivery is deferred until he leaves the board rather than occurring at vesting.

What are Floyd H. Charles’ total Kohl’s (KSS) holdings after this Form 4 transaction?

After the award, Floyd H. Charles directly holds 64,302 shares tied to Kohl’s equity. This total includes the 11,876 unvested deferred restricted stock units reported, giving a snapshot of his combined vested and unvested equity exposure as a director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 06:05 PM Learn about SEC filing dates

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^*

Floyd H. Charles

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		A		11,876	A	(1)	64,302(2)	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. Award of deferred restricted stock units under the Company's Long-Term Compensation Plan. These units vest in full on the earlier of: (1) the first anniversary of the grant date; or (2) the date of the Company's annual meeting for the following year. These units will be settled in shares of the Company's common stock on the reporting person's termination of service as a director.

2. Includes 11,876 unvested deferred restricted stock units.

	By: Megan E. Glise, P.O.A.	05/21/2026
	** 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)