Timm Jill 4

What Happened
Jill Timm, Chief Financial Officer of Kohl's (KSS), received 997 shares on 2026-03-25 as an award/dividend-equivalent issuance tied to vested restricted stock units. On the same date, 2,751 shares were surrendered/withheld to satisfy tax withholding obligations at $12.35 per share, totaling $33,975. These actions reflect RSU vesting and routine tax withholding — not an open-market sale or purchase.

Key Details

• Transaction dates: 2026-03-25 (reported on Form 4 filed 2026-03-26). Filing appears timely.
• Award (Code A): 997 shares issued as dividend equivalents on vested RSUs (price N/A).
• Tax withholding (Code F): 2,751 shares disposed/withheld at $12.35 each = $33,975.
• Shares owned after transaction: Not specified in the provided excerpt; the filing notes include 149,575 unvested restricted stock units (see footnote).
• Footnotes:
  • F1: Issuance of additional shares representing dividend equivalent amount on vested RSUs.
  • F2: Shares used to satisfy tax withholding obligations upon vesting of RSUs and corresponding dividend equivalents under the Company’s Long-Term Compensation Plan.
  • F3: Includes 149,575 unvested restricted stock units.

Context
This was a derivative/compensation event (RSU vesting) with share withholding to cover tax obligations — a common administrative step that does not signal a discretionary market sale. Code A = award/grant; Code F = shares withheld for taxes. Retail investors should view this as routine insider compensation processing rather than a directional buy or sell.