Kohls Corp SEC Filings

Kohl's Corporation filed a notice of proposed insider share sales under Rule 144. The filing covers a planned sale of 25,000 shares of Kohl's common stock through Fidelity Brokerage Services LLC on the New York Stock Exchange, with an aggregate market value of $568,750.00 based on the figure provided. The filing states that 112,189,191 shares of common stock were outstanding.

The shares to be sold were acquired as equity compensation through multiple restricted stock vesting transactions from the issuer during 2021 and 2022, with each vesting paid in the form of compensation rather than cash purchases. The notice also includes the standard representation that the seller does not know of any undisclosed material adverse information about Kohl's current or prospective operations.

Kohl’s Corporation reported softer sales but stronger profitability drivers in its third quarter of 2025. Net sales slipped 2.8% to $3.4 billion and comparable sales fell 1.7%, as transactions declined about 3%, while Accessories grew modestly. Total revenue was $3.6 billion. Gross margin improved to 39.6% of net sales, up 51 basis points, helped by tighter inventory, fewer markdowns, and moderating shrink.

SG&A expenses fell 2.1% to $1.3 billion, though they rose as a share of revenue. Operating income declined to $73 million from $98 million. Net income was $8 million, or $0.07 per diluted share, versus $0.20 a year ago, as higher interest and restructuring costs weighed on results.

Year to date, net income rose to $147 million from $61 million, aided by a one-time $129 million gain from a credit card interchange settlement. Operating cash flow surged to $630 million, and inventory was $3.9 billion, down 5% year over year. Kohl’s issued $360 million of 10.000% notes due 2030, repaid $353 million of 4.25% notes, and cut revolving credit borrowings to $45 million. For 2025, the company guides to net sales down 3.5%–4% and adjusted diluted EPS of $1.25–$1.45, with about $400 million in capital spending and a quarterly dividend of $0.125 per share.

Kohl’s Corporation reported that it has released its earnings results for the quarter ended November 1, 2025 and updated its earnings guidance for fiscal 2025. The company issued a press release and a set of presentation materials in connection with its quarterly earnings conference call, which are provided as exhibits.

The Board of Directors previously declared a quarterly cash dividend of $0.125 per share, payable on December 24, 2025 to shareholders of record at the close of business on December 10, 2025. Kohl’s also highlighted that its earnings materials include several non-GAAP financial metrics, such as adjusted operating income and adjusted diluted earnings per share, along with reconciliations to GAAP in the attached exhibits.

Kohl’s Corporation appointed Michael J. Bender as permanent Chief Executive Officer, effective November 23, 2025. He has served as Interim CEO since May 1, 2025 and will continue on the Board and its Finance Committee.

Under his employment arrangements, Mr. Bender will receive an annual base salary of $1,475,000 and is eligible for the Annual Incentive Plan with a target equal to 175% of base salary, giving an annual cash opportunity from 0% to 200% of that target. He also has an annual long-term incentive target of no less than $9,500,000, with eligibility for equity awards beginning in spring 2026.

Additional benefits include participation in executive benefit and security programs, personal use of company aircraft capped at $200,000 per year, and a $160,000 lump-sum payment to help establish a residence in the Milwaukee area. The company states there are no family relationships or related-party transactions requiring disclosure.

Kohl’s Corporation declared a quarterly cash dividend of $0.125 per share. The dividend is payable on December 24, 2025, to shareholders of record as of the close of business on December 10, 2025. The company announced the dividend via a press release referenced as Exhibit 99.1.

The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed a Schedule 13G reporting beneficial ownership of 5,715,858.30 shares of Kohl's Corporation (KSS) common stock, representing 5.1% of the class as of 09/30/2025.

The filing lists shared voting power over 5,714,800.30 shares and shared dispositive power over 5,715,298.30 shares, with no sole voting or dispositive power. The signatories certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Kohl’s Corporation (KSS)acquired 9,054 shares of common stock, reflecting dividend equivalent shares issued upon the vesting of restricted stock units. The filing also reports a disposition of 15,441 shares at $13.98 to satisfy tax withholding obligations tied to the same vesting. Following these transactions, the officer beneficially owns 251,156 shares directly, which includes 153,325 unvested RSUs.

Kohl's director Adolfo Villagomez received 133 shares of Kohl's Common Stock on 09/24/2025 as an award of additional restricted stock in lieu of a $0.125 per‑share dividend. The filing shows he beneficially owns 30,167 shares after the transaction, of which 18,288 are unvested restricted shares. The restricted shares vest on the same schedule as the underlying restricted stock. The Form 4 was signed by Megan E. Glise as power of attorney on 09/26/2025.

John E. Schlifske, a director of Kohl's Corporation (KSS), received 315 shares of common stock on 09/24/2025 as an award in lieu of a $0.125 per-share cash dividend. The Form 4 shows these additional restricted shares vest on the same schedule as his existing restricted stock.

After the award, Schlifske beneficially owns 107,073 shares in total, of which 43,511 are unvested restricted shares. The Form 4 was filed by one reporting person and signed by a power of attorney on 09/26/2025.