Timm Jill 4

What Happened
Jill Timm, Chief Financial Officer of Kohl's (KSS), received 32,354 shares on March 19, 2026 in settlement of performance share units granted under the company's long-term compensation plan. Of those shares, 10,354 were withheld by the issuer to satisfy tax withholding obligations at $12.03 per share (tax withholding = $124,559), leaving a net 22,000 shares added to her position. The award shares were delivered (code A) and the withheld disposition is reported under code F.

Key Details

• Transaction date: March 19, 2026; Form 4 filed March 20, 2026 (filed the next day, timely).
• Award: 32,354 shares issued (code A) at $0.00 acquisition price (settlement of performance share units).
• Tax withholding/disposition: 10,354 shares withheld (code F) at $12.03 for $124,559. Net shares retained from this settlement = 22,000.
• Footnotes: F1 — shares settled from performance share units (not derivative securities). F2 — withheld shares satisfy tax withholding obligations. F3 — filing notes inclusion of 157,175 unvested restricted stock units in reported holdings.
• No indication of an open-market purchase or sale by the insider; this is a compensation-related award with routine tax withholding.

Context
This was a compensation settlement (performance share units converted to stock), not an option exercise or open-market trade. Tax withholding via share retention is a common cashless mechanism and is recorded as a disposition for reporting purposes; it does not necessarily signal a change in the insider's view of the company. The filing appears timely (next-day filing).