Kent Jennifer J. 4

What Happened

• Jennifer J. Kent, Sr. EVP, CLO & Corporate Secretary of Kohl's (KSS), received an issuance of 743 shares on 2026-03-25 representing dividend equivalents on vested restricted stock units (RSUs). On the same date, 2,051 shares were disposed (withheld) to satisfy tax withholding obligations at $12.35 per share, generating proceeds/withholding of $25,330. These actions reflect RSU vesting and routine tax-withholding, not an open-market sale or purchase.

Key Details

• Transaction date: 2026-03-25; filing date: 2026-03-26 (timely).
• Award: 743 shares issued as dividend equivalents on vested RSUs (footnote F1).
• Tax withholding/disposition: 2,051 shares withheld/disposed at $12.35/share for $25,330 to satisfy tax obligations (footnote F2; transaction code F).
• Ownership note: Filing indicates holdings include 97,128 unvested RSUs (footnote F3).
• No indication of a 10b5-1 plan or a late filing in this Form 4.

Context

• This was a vesting/award event with shares withheld to cover taxes (a common "sell-to-cover" style action), not a discretionary open-market sale or purchase. Such withholding transactions are routine and generally reflect compensation taxation rather than insider views on the stock.