Kohl's (KSS) Insider Filing Shows 276-Share Restricted Stock Grant

Rhea-AI Filing Summary

Form 4 snapshot

On 06/25/2025, Kohl's Corporation (KSS) director Adolfo Villagomez filed a Form 4 reporting the acquisition of 276 shares of common stock. The shares were granted as additional restricted stock in lieu of the Company’s $0.125 per-share dividend paid on the same date. The filing specifies that the new shares vest on the same schedule as the director’s existing restricted-stock awards.

After this dividend-equivalent grant, Villagomez directly owns 30,034 Kohl's shares, of which 18,155 remain unvested. No shares were sold, and no derivative securities were exercised or disposed of. The transaction code “A” confirms the shares were acquired and not purchased on the open market, and no price was indicated.

The report contains no other transactions, amendments or derivative positions. The incremental increase is modest in absolute terms but demonstrates continued insider equity alignment with shareholders.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-equivalent grant; neutral governance impact.

The filing documents a small automatic issuance linked to Kohl's cash dividend, consistent with company equity-compensation policy. Because the director neither bought nor sold shares in the open market, the event does not signal a deliberate valuation view. No governance red flags are present—shares were accepted, boosting direct ownership to 30,034. Given the minor size, I view the disclosure as administratively routine with no material impact on governance risk or shareholder value.

Portfolio Manager

TL;DR: Very small insider acquisition; investment relevance is minimal.

The 276-share grant represents a negligible addition relative to Kohl's daily trading volume and overall float. It is a passive, dividend-equivalent issuance and carries no open-market buying signal. Beneficial ownership data confirms the director retains a meaningful stake but the transaction itself does not alter the investment thesis. I classify the event as not impactful for portfolio decision-making.

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^*

Villagomez Adolfo

(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)	30,034(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 18,155 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

What insider transaction did Kohl's (KSS) report on 06/25/2025?

Director Adolfo Villagomez acquired 276 shares of restricted stock via a dividend-equivalent grant.

Why were the 276 shares granted to the Kohl's director?

They were issued in lieu of the $0.125 per-share cash dividend paid on 06/25/2025.

How many Kohl's shares does Villagomez own after this transaction?

He now directly owns 30,034 shares, including 18,155 unvested restricted shares.

Were any shares sold or options exercised in this Form 4?

No. The filing shows only an acquisition; there were no sales or derivative exercises.

Was a purchase price disclosed for the acquired shares?

No price was listed, indicating the shares were a non-cash, non-market grant.

Does the Form 4 reference Rule 10b5-1 trading plans?

The form includes a checkbox for Rule 10b5-1 plans, but it was not marked in this filing.