Kohl’s (KSS) CFO logs RSU dividend shares and tax withholding moves

Rhea-AI Filing Summary

Kohl’s Corp Chief Financial Officer Jill Timm reported routine equity compensation adjustments involving common stock. She received 2,206 shares at no cost, issued as dividend-equivalent shares on vested restricted stock units. On the same date, 3,805 shares were surrendered to cover tax withholding obligations tied to vesting.

After these non-market transactions, she directly holds 344,208 common shares, which the disclosure states includes 139,893 unvested restricted stock units. These movements reflect compensation and tax mechanics rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Timm Jill

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,206	$0.00	--
Tax Withholding	Common Stock	3,805	$12.92	$49K

Holdings After Transaction: Common Stock — 348,013 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 139,893 unvested restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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^*

Timm Jill

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2026		A		2,206	A	(1)	348,013	D
Common Stock	03/27/2026		F		3,805(2)	D	$12.92	344,208(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 139,893 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kohl’s (KSS) CFO Jill Timm report in this Form 4?

Jill Timm reported routine equity compensation activity. She received 2,206 Kohl’s common shares as dividend equivalents on vested restricted stock units and surrendered 3,805 shares to satisfy tax withholding, leaving 344,208 shares directly held, including a large unvested RSU balance.

Did the Kohl’s (KSS) CFO buy or sell shares on the open market?

The filing does not show open-market trades. It records a grant of 2,206 shares tied to dividend equivalents and a 3,805-share disposition for tax withholding on vested restricted stock units under the company’s Long-Term Compensation Plan, which are non-market, compensation-related events.

How many Kohl’s (KSS) shares does the CFO hold after these transactions?

After the reported transactions, Jill Timm directly holds 344,208 Kohl’s common shares. The disclosure notes this figure includes 139,893 unvested restricted stock units, reflecting both currently owned stock and a substantial amount of stock-based compensation that is still vesting.

What is the purpose of the 3,805 Kohl’s (KSS) shares disposed of by the CFO?

The 3,805 shares were used to cover tax withholding obligations. They were withheld in connection with the vesting of restricted stock units and related dividend-equivalent amounts under Kohl’s Long-Term Compensation Plan, rather than sold through an open-market transaction.

What are dividend-equivalent shares in the Kohl’s (KSS) CFO Form 4?

Dividend-equivalent shares compensate RSU holders for dividends paid on underlying stock. In this filing, 2,206 additional Kohl’s shares were issued to Jill Timm as a dividend equivalent amount on vested restricted stock units, effectively mirroring cash dividends through additional share awards.

What does the unvested RSU balance mean for Kohl’s (KSS) CFO Jill Timm?

The filing states her holdings include 139,893 unvested restricted stock units. These represent stock-based compensation that will convert into Kohl’s shares only as vesting conditions are met over time, aligning a portion of her pay with future company performance and continued service.