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Form 4 KOHLS Corp For: Mar 13 Filed by: Steinmetz Mari

March 20, 2026 5:14 PM
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Steinmetz Mari

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. EVP, Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
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 03/13/2026 A 151,745 A (1) 214,002 D
Common Stock 03/19/2026 A 9,706 (2) A $ 0 223,708 D
Common Stock 03/19/2026 F 3,375 (3) D $ 12.03 220,333 D
Common Stock 03/20/2026 S 1,583 D $ 12.81 218,750 (4) D (5)
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 restricted stock units pursuant to the Company's Long-Term Compensation Plan. These restricted stock units vest in five equal annual installments on the first through fifth anniversaries of the grant date. Consistent with past practices, the Company granted these restricted stock units effective March 13, 2026, upon Ms. Steinmetz's promotion to Senior Executive Vice President, Chief People Officer on February 27, 2026.
2. Shares acquired in settlement of performance share units (which were not derivative securities) received under the Company's Long-Term Compensation Plan.
3. Represents shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on March 19, 2026 in settlement of performance share units reflected in Footnote 2.
4. Includes 203,822 unvested restricted stock units.
5. The reported sale of an aggregate of 1,583 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.
By: Megan E. Glise, P.O.A. 03/20/2026
** 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).
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