KSS Form 4: Schlifske Receives 656 Restricted Shares Tied to Dividend

Rhea-AI Filing Summary

Form 4 filing overview: On 06/25/2025, Kohl’s Corp. (KSS) director John E. Schlifske received 656 shares of common stock as a dividend-equivalent award tied to the company’s $0.125 per-share dividend paid the same day. The transaction is coded “A” (acquisition) and carries no stated purchase price, indicating the shares were granted—rather than bought—under the existing restricted-stock plan.

After the award, Schlifske’s beneficial ownership rises to 106,758 shares, of which 43,196 remain unvested. No derivative securities were involved and no shares were sold. The grant follows the vesting schedule of the underlying restricted stock, leaving overall dilution and cash impact to Kohl’s immaterial. Nevertheless, the increment marginally strengthens insider alignment with shareholders.

Positive

• Insider alignment: Director Schlifske increased his stake by 656 shares, bringing total ownership to 106,758 shares.
• Equity-based compensation: Dividend-equivalent award reinforces Kohl’s practice of linking director pay to shareholder returns.

Negative

• Immaterial size: The 656-share award is too small to signal meaningful buying conviction or impact share supply.
• No cash commitment: Shares were granted, not purchased, limiting incremental personal capital at risk.

Insights

Insider Trading Analyst

TL;DR: Routine dividend-equivalent stock grant; negligible financial impact, mildly positive governance signal.

The filing documents a small, automatic issuance of 656 restricted shares to Director John E. Schlifske. Because the award is linked to the quarterly dividend rather than an open-market purchase, it does not represent incremental insider conviction through personal capital deployment. Still, Schlifske’s total stake of 106,758 shares—roughly 0.09% of Kohl’s outstanding shares—reflects continued participation in the equity program and aligns board interests with investors. With no sales reported and no derivative positions, the transaction is neutral to the share float and cash-flow insignificant. Investors should view it as standard administrative activity, not a directional signal.

Corporate Governance Expert

TL;DR: Standard compensation mechanism; reaffirms equity-based director pay structure.

Kohl’s compensates directors partly in restricted stock, including dividend equivalents. This practice reduces cash outflows and encourages long-term stewardship. The additional 656 shares granted to Schlifske preserve economic parity with holders receiving cash dividends. Because the shares vest with the underlying award, they maintain existing retention incentives. There is no evidence of opportunistic timing or preferential pricing, and the absence of derivative transactions limits complexity. Overall, the event is governance-friendly but non-material for valuation or voting dynamics.

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^*

SCHLIFSKE JOHN 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)

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		656	A	(1)	106,758(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 restricted stock in lieu of a $0.125 per share dividend issued by the Company on all Common Stock, which was payable June 25, 2025. These shares vest on the same schedule as the underlying shares of restricted stock.

2. Includes 43,196 unvested shares of restricted stock.

	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

When did John E. Schlifske last report a transaction in Kohl’s (KSS) shares?

The Form 4 lists the transaction date as June 25, 2025.

How many Kohl’s shares did Schlifske acquire in the latest filing?

He received 656 shares of restricted common stock.

What is Schlifske’s total beneficial ownership after this transaction?

The director now beneficially owns 106,758 Kohl’s shares, including 43,196 unvested restricted shares.

Was the transaction an open-market purchase or a dividend-equivalent grant?

It was a dividend-equivalent restricted-stock grant linked to Kohl’s $0.125 per-share dividend.

Did the Form 4 disclose any derivative security activity?

No. No derivative securities were acquired or disposed of in this filing.