Kohl's (KSS) Form 4: Director Charles Credits 276 Dividend RSUs

Rhea-AI Filing Summary

Key take-away: Kohls Corporation (KSS) filed a Form 4 on 27-Jun-2025 for director Floyd H. Charles.

On 25-Jun-2025 Charles automatically acquired 276 deferred restricted stock units (transaction code "A") in lieu of the companys regular $0.125 per-share dividend. These RSUs will vest and settle on the same timetable as his existing deferred RSUs. After the credit, Charles beneficially owns 52,009 common shares, of which 18,155 are unvested deferred RSUs. All shares are held directly; no derivatives, sales, or cash consideration were involved.

The filing reflects a routine dividend-equivalent adjustment rather than an active insider purchase or sale and does not signal any strategic change at the company.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent RSU credit; negligible valuation impact, but aligns director incentives.

The Form 4 shows Director Floyd Charles receiving 276 RSUs as a dividend equivalent for the $0.125 cash dividend declared by Kohls. The award marginally increases his stake to 52,009 shares, reinforcing alignment yet representing <0.1% of daily trading volume. No open-market buying pressure, no sale signal, and no derivative activity appear. Thus, the market impact is immaterial; investors should view this as standard board compensation rather than sentiment insight.

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

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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^*

Floyd H. Charles

(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)	52,009(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 additional deferred restricted stock units in lieu of a $0.125 per share dividend issued by the Company on all Common Stock, which was payable June 25, 2025. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units.

2. 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

How many Kohl's (KSS) shares did Director Floyd H. Charles acquire on 25-Jun-2025?

276 deferred restricted stock units were credited as dividend equivalents.

What is Floyd H. Charles' total beneficial ownership in KSS after the transaction?

He now holds 52,009 common shares, including 18,155 unvested RSUs.

Was this an open-market purchase of Kohl's shares?

No. It was an automatic RSU credit in lieu of a cash dividend, coded "A."

Does the Form 4 indicate any sales or derivative transactions?

No. No shares were sold and no derivative securities were reported.

Why were new RSUs issued instead of cash?

The company allows directors to receive dividend equivalents that mirror cash dividends on existing deferred RSUs.