KSS Insider Filing: Director Robbin Mitchell Receives 372 Dividend-Linked RSUs

Rhea-AI Filing Summary

On June 25, 2025, Kohl’s Corporation (KSS) director Robbin Mitchell reported the automatic crediting of 372 deferred restricted stock units (DRSUs)—276 and 96 units, respectively—awarded as dividend equivalents on the company’s $0.125 cash dividend paid that day. No shares were sold or disposed of. After the transactions, Mitchell now directly holds 39,994 common shares, which include 18,155 unvested DRSUs. The filing shows no derivative security activity and discloses only direct ownership, indicating a routine, low-value change in insider holdings.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-equivalent RSUs; governance impact is minimal.

The Form 4 reflects automatic issuance of dividend-equivalent DRSUs, not an elective purchase. Such credits are standard for directors participating in deferred compensation programs and do not alter control dynamics or signal strategic intent. With just 372 additional units against 39,994 total holdings, the change is numerically insignificant and poses no dilution or governance concerns.

Portfolio Manager

TL;DR: Immaterial insider acquisition; no valuation effect expected.

The share increase equals roughly 0.0003% of Kohl’s 110 million shares outstanding, far below any threshold that would influence market supply-demand or indicate insider conviction. Because the units stem from a preset dividend accrual, they offer no forward-looking information on earnings, cash flow, or strategic direction. Consequently, the filing is not impactful for portfolio positioning.

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^*

Mitchell Robbin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		A		276	A	(1)	39,898	D
Common Stock	06/25/2025		A		96	A	(2)	39,994(3)	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 additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on June 25, 2025. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units.

2. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on June 25, 2025. These units will be settled on the same schedule as the underlying deferred restricted stock units.

3. Includes 18,155 unvested deferred restricted stock units.

	By Megan E. Glise, P.O.A.	06/27/2025
	** 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

Why did Kohl’s (KSS) director Robbin Mitchell receive additional shares?

372 DRSUs were automatically credited as dividend equivalents on the company’s $0.125 per-share dividend paid June 25, 2025.

How many Kohl’s shares does Robbin Mitchell now own?

After the reported transactions, Mitchell directly owns 39,994 common shares, including 18,155 unvested DRSUs.

Were any Kohl’s shares sold in this Form 4 filing?

No. The filing shows only acquisitions of dividend-equivalent DRSUs; no dispositions were reported.

Does the Form 4 indicate any new stock options or derivatives?

No derivative securities were reported acquired or disposed of in the filing.

Is this insider transaction significant for Kohl’s investors?

The addition of 372 units is immaterial relative to Kohl’s total shares outstanding and is unlikely to affect the share price.