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Kohl’s (KSS) senior exec logs RSU dividend share grant and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kohl’s Corporation senior executive Mari Steinmetz reported routine equity compensation activity. She acquired 662 shares of Kohl’s common stock at no cost as additional shares credited for dividend equivalents on previously vested restricted stock units.

On the same date, 1,142 shares of common stock were disposed of to cover tax withholding obligations triggered by the vesting of restricted stock units and related dividend equivalents under the company’s Long-Term Compensation Plan, not through an open-market sale. After these transactions, she directly held 217,263 shares of common stock, including 198,539 unvested restricted stock units.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU-related grant and tax withholding; no open-market trades.

Mari Steinmetz, a senior executive at Kohl’s Corporation, received 662 common shares as dividend-equivalent credits on vested restricted stock units. This is a non-cash, compensation-related acquisition, consistent with common equity incentive practices for senior management.

Separately, 1,142 shares were surrendered to satisfy tax withholding obligations upon RSU vesting and related dividend equivalents. This F-code disposition is not an open-market sale and carries little informational value about her view of the stock. She continues to hold 217,263 shares, including 198,539 unvested RSUs, indicating a substantial ongoing equity stake.

Insider Steinmetz Mari
Role Sr. EVP, Chief People Officer
Type Security Shares Price Value
Grant/Award Common Stock 662 $0.00 --
Tax Withholding Common Stock 1,142 $12.92 $15K
Holdings After Transaction: Common Stock — 218,405 shares (Direct)
Footnotes (1)
  1. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan. Includes 198,539 unvested restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Steinmetz Mari
(Last)(First)(Middle)
N56 W17000 RIDGEWOOD DRIVE
(Street)
MENOMONEE FALLS WISCONSIN 53051
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
KOHLS Corp [ KSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. EVP, Chief People Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/27/2026A662A(1)218,405D
Common Stock03/27/2026F1,142(2)D$12.92217,263(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units.
2. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan.
3. Includes 198,539 unvested restricted stock units.
By: Megan E. Glise, P.O.A.03/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Kohl's (KSS) executive Mari Steinmetz report?

Mari Steinmetz reported receiving 662 shares of Kohl’s common stock as dividend-equivalent credits on vested RSUs and disposing of 1,142 shares to cover tax withholding upon RSU vesting, all under the company’s Long-Term Compensation Plan rather than through open-market trading.

Were the Kohl's (KSS) insider transactions open-market buys or sales?

The reported transactions were not open-market trades. Steinmetz received 662 shares as a compensation-related grant and 1,142 shares were withheld to satisfy tax obligations on vesting restricted stock units, a routine administrative mechanism rather than discretionary buying or selling in the market.

How many Kohl's (KSS) shares does Mari Steinmetz hold after these transactions?

After these transactions, Mari Steinmetz directly holds 217,263 shares of Kohl’s common stock. This total includes a substantial component of equity incentives, with 198,539 of those shares representing unvested restricted stock units that continue to align her compensation with the company’s future performance.

What is the significance of the 662-share grant to Kohl's (KSS) executive Steinmetz?

The 662-share grant reflects additional common stock issued as dividend-equivalent amounts on previously vested restricted stock units. This mechanism credits executives for dividends as if their RSUs were shares, reinforcing long-term equity-based compensation without requiring an open-market purchase or immediate cash outlay.

Why were 1,142 Kohl's (KSS) shares disposed of in Steinmetz’s Form 4 filing?

The 1,142 shares were used to satisfy tax withholding obligations triggered by the vesting of restricted stock units and their dividend-equivalent amounts. Such F-code dispositions are standard for equity awards, allowing taxes to be paid via shares rather than separate cash payments by the executive.

What role do restricted stock units play in Kohl's (KSS) executive compensation?

Restricted stock units form a major part of Steinmetz’s equity exposure, with 198,539 unvested RSUs reported. RSUs grant the right to receive shares over time, typically contingent on continued service or performance, directly tying executive compensation to Kohl’s future share performance and long-term shareholder value.