[Form 4] KOHLS Corp Insider Trading Activity

Rhea-AI Filing Summary

Kohls Corp (KSS) reporting person Steven E. Dee received an award of 18,692 restricted stock units (RSUs) under the company’s Long-Term Compensation Plan, effective September 15, 2025. The RSUs were granted following Mr. Dee’s appointment as Senior Executive Vice President and Chief Technology Officer on August 25, 2025. The grant vests in three equal annual installments beginning on the first anniversary of the grant, subject to continued employment; the filing notes all 18,692 RSUs are unvested at reporting. The Form 4 was signed by Megan E. Glise as power of attorney on September 17, 2025.

Insights

Corporate Governance Expert

TL;DR: Routine insider award tied to a new executive appointment; governance implications are standard and non-material.

The Form 4 discloses a standard equity grant to a newly appointed senior executive, structured as time-based RSUs that vest over three years. Such grants are customary to align executive incentives with shareholder interests and to retain leadership. The filing contains no unusual vesting conditions, acceleration clauses, or related-party transactions. This disclosure is routine and provides clear, specific terms for the equity award.

Compensation Analyst

TL;DR: A customary LTIP grant sized at 18,692 RSUs; impact on dilution and expense is likely immaterial in absence of company-wide totals.

The award size is stated, but the filing does not provide grant-date fair value, percentage of outstanding shares, or total executive compensation context. Without those figures, one cannot assess dilution, accounting expense, or how the grant compares to peer pay levels. The structure—three equal annual vesting installments—matches common retention-focused compensation practices.

09/17/2025 - 04:19 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
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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^*

DEE STEVEN E.

(Last) (First) (Middle)

N56 W17000 RIDGEWOOD DRIVE

(Street)

MENOMONEE FALLS WI 53051

(City) (State) (Zip)

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/15/2025		A		18,692	A	(1)	18,692(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 restricted stock units pursuant to the Company's Long-Term Compensation Plan. These restricted stock units vest in three equal installments (1/3 on each annual anniversary of the grant date), subject to the reporting person's continued employment with the Company on the vesting date. The Company granted these restricted stock units, effective September 15, 2025, following Mr. Dee's appointment as Senior Executive Vice President, Chief Technology Officer on August 25, 2025.

2. Includes 18,692 unvested restricted stock units.

	By Megan E. Glise, P.O.A.	09/17/2025
	** 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.

FAQ

What did Steven E. Dee receive according to the Form 4 for KSS?

The Form 4 reports an award of 18,692 restricted stock units (RSUs) granted on September 15, 2025.

What are the vesting terms of the RSUs granted to Steven E. Dee?

The RSUs vest in three equal annual installments (one-third each year), subject to the reporting person’s continued employment on each vesting date.

Why were the RSUs granted to Steven E. Dee?

The filing states the RSUs were granted following Mr. Dee’s appointment as Senior Executive Vice President, Chief Technology Officer effective August 25, 2025.

How many of the RSUs are unvested after the transaction?

The Form 4 explicitly notes that it includes 18,692 unvested restricted stock units following the reported transaction.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Megan E. Glise, P.O.A. on September 17, 2025 as power of attorney for the reporting person.