Kohl's (NYSE: KSS) CEO Michael Bender receives 311,475-share RSU grant

Rhea-AI Filing Summary

Kohl's Corporation director and Chief Executive Officer Michael J. Bender received an equity grant of 311,475 shares of Common Stock as a grant, award, or other acquisition. The award is in the form of time-vested restricted stock units under the company’s long-term incentive program.

These restricted stock units vest in three equal annual installments on the first, second, and third anniversaries of the grant date. After this grant, Bender holds 787,793 shares of Common Stock in total, which includes 752,480 unvested restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bender Michael J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	311,475	$0.00	--

Holdings After Transaction: Common Stock — 787,793 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. Includes 752,480 unvested restricted stock units.

Key Figures

Equity grant size: 311,475 shares Post-transaction holdings: 787,793 shares Unvested RSUs: 752,480 units +1 more

4 metrics

Equity grant size 311,475 shares Grant, award, or other acquisition of Common Stock

Post-transaction holdings 787,793 shares Total Common Stock held after the transaction

Unvested RSUs 752,480 units Unvested restricted stock units included in holdings

Grant price $0.0000 per share Reported transaction price per share for the grant

Key Terms

restricted stock units, long-term incentive program, time-vested, grant, award, or other acquisition

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.

long-term incentive program financial

"Annual award pursuant to the Company's long-term incentive program"

time-vested financial

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

Time-vested describes a right—such as stock options, restricted shares, or pension benefits—that becomes fully owned by an individual only after they have waited for or worked through a specified period. For investors, it matters because these delayed ownership rules affect when insiders or employees can sell shares, which influences share supply, executive incentives, and the timing of potential stock dilution or insider-driven stock sales.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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^*

Bender Michael J

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		311,475	A	(1)	787,793(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. 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. Includes 752,480 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 insider transaction did KOHLS Corp (KSS) report for Michael J. Bender?

Kohl's reported that Michael J. Bender received 311,475 shares of Common Stock as a grant under the company’s long-term incentive program. The award was classified as a grant, award, or other acquisition, not an open-market purchase or sale.

How many Kohl's (KSS) shares does Michael J. Bender hold after this Form 4 transaction?

After the reported transaction, Michael J. Bender holds 787,793 shares of Kohl's Common Stock. This total includes a substantial portion represented by unvested restricted stock units, reflecting his ongoing equity-based compensation from the company.

What are the vesting terms of Michael J. Bender’s new restricted stock units at KOHLS Corp (KSS)?

The restricted stock units vest in three equal annual installments on the first, second, and third anniversaries of the grant date. This time-based vesting schedule ties the award to continued service over multiple years.

How many unvested restricted stock units does Michael J. Bender have at Kohl's (KSS)?

Michael J. Bender’s reported holdings include 752,480 unvested restricted stock units. These unvested units form a major component of his total equity position and will vest over time according to the company’s incentive plan.

Was the Kohl's (KSS) Form 4 transaction a market purchase or sale by Michael J. Bender?

No, the filing classifies the transaction as a grant, award, or other acquisition of 311,475 shares, not a market trade. The transaction reflects equity compensation rather than an open-market buy or sell decision.