Jones Nicholas D. G. 4

What Happened

• Nicholas D. G. Jones, Chief Merchandising Officer of Kohl's Corporation (KSS), received 30,813 shares on March 19, 2026 in settlement of performance share units granted under the company's Long-Term Compensation Plan. The award shares were reported as acquired at $0 (code A).
• To satisfy tax withholding on the award, 9,925 of the newly issued shares were withheld/disposed at $12.03 per share, generating $119,398 (code F). The withholding is a routine tax-coverage action, not an open-market sale.

Key Details

• Transaction date: March 19, 2026; Form 4 filed March 20, 2026 (filed the next day).
• Award: 30,813 shares acquired at $0. Withholding: 9,925 shares disposed at $12.03 for $119,398.
• Footnotes: F1 — shares were settled from performance share units (not derivative securities); F2 — withheld shares satisfy tax withholding; F3 — reported holdings include 153,711 unvested restricted stock units.
• Transaction codes: A = Award/Grant; F = Tax withholding on award.
• Filing timeliness: Report shows transaction on 3/19 and was filed 3/20, which is timely under normal Form 4 rules.

Context

• This was a compensation settlement (award) rather than an open-market purchase or a discretionary sale. The withholding of shares to cover taxes is a routine administrative step and should not be read as an investment judgment by the insider.
• The filing notes significant unvested RSUs remain (153,711), reflecting ongoing equity-based compensation.