Kent Jennifer J. 4

What Happened

• Jennifer J. Kent, Senior Executive Vice President, Chief Legal Officer & Corporate Secretary of Kohl's (KSS), received 1,418 shares on 2026-03-27 as an award/dividend-equivalent on vested restricted stock units (code A). On the same date she disposed of 2,446 shares (code F) to satisfy tax withholding obligations at $12.92 per share, totaling $31,602. The award shares had no purchase price (dividend-equivalent issuance).

Key Details

• Transaction date: 2026-03-27; Form filed 2026-03-30 (timely).
• Award: 1,418 shares issued as dividend equivalents on vested RSUs (code A; footnote F1).
• Tax withholding: 2,446 shares surrendered to cover withholding at $12.92/share = $31,602 (code F; footnote F2).
• Holdings note: filing references 90,904 unvested restricted stock units included in reported holdings (footnote F3). The filing extract provided does not state a total post-transaction share count.
• No indication this was an open-market sale; the share disposition was to satisfy tax obligations on vesting.

Context

• These transactions are routine for vesting RSUs: the company issues shares (including dividend equivalents) when RSUs vest, and some shares are often withheld/surrendered to cover required taxes (a cashless-withholding mechanism), which is not generally a market-timing signal. The award increases vested share holdings while the surrendered shares reduce the net acquired amount.