Steinmetz Mari 4

What Happened

• Mari Steinmetz, Senior EVP and Chief People Officer of Kohl's (KSS), received an award of 312 restricted stock units (RSUs) on 2026-03-25. To satisfy tax withholding obligations related to vested RSUs and dividend equivalents, 862 shares were surrendered (disposed) at an implied value of $12.35 each (~$10,646) on 2026-03-25. Separately, 457 shares were sold in an open-market transaction on 2026-03-26 at $12.50 per share for proceeds of $5,713.
• The RSU award and the tax withholding are routine compensation events (award and tax-withholding dispositions); the 457-share sale was executed under a pre-established Rule 10b5-1 trading plan.

Key Details

• Transaction dates and prices:
  • 2026-03-25: Award (A) of 312 RSUs (no per-share price disclosed).
  • 2026-03-25: Tax withholding (F) — 862 shares disposed at $12.35, proceeds ~$10,646.
  • 2026-03-26: Open-market sale (S) — 457 shares at $12.50, proceeds $5,713.
• Ownership after transaction: filing notes 201,443 unvested RSUs (per footnote); the filing reports unvested RSU balance but does not disclose a net total of all shares beneficially owned in the supplied summary.
• Notable footnotes:
  • F1: Additional shares issued as dividend equivalents on vested RSUs.
  • F2: Shares disposed were used to satisfy tax withholding on vesting of RSUs and dividend equivalents under the Long‑Term Compensation Plan.
  • F4: The 457-share open-market sale occurred automatically under a Rule 10b5-1 plan adopted 11/26/2025.
• Timeliness: Reported on 2026-03-26 for transactions on 3/25–3/26/2026 — appears to be filed promptly.

Context

• This filing combines a compensation-related award (receipt of RSUs) and routine disposition actions (shares surrendered for tax withholding and a sale under a pre-set 10b5-1 plan). Tax-withholding share disposals and planned sales are common and do not by themselves indicate insider sentiment about the company’s prospects.