Jones Nicholas D. G. 4

What Happened

• Nicholas D. G. Jones, Chief Merchandising Officer of Kohl's (KSS), had restricted stock units vest on 2026-03-27. The company issued 2,101 shares as dividend-equivalent units on those vested RSUs (award/grant). On the same date 3,651 shares were surrendered/withheld to satisfy tax withholding obligations at $12.92 per share, a withholding value of $47,171. The award issuance is a non-cash compensation event; the withheld shares were used only to cover taxes, not an open-market sale.

Key Details

• Transaction date: 2026-03-27; Form 4 filed 2026-03-30 (filing appears timely).
• Award (code A): 2,101 shares issued as dividend equivalents (price N/A — non-cash issuance).
• Tax withholding (code F): 3,651 shares withheld @ $12.92 = $47,171 (disposed to cover taxes).
• Footnotes: F1 = issuance of dividend-equivalent shares on vested RSUs; F2 = shares used to satisfy tax withholding on vesting and dividend equivalents; F3 = filing notes 136,890 unvested restricted stock units.
• Shares beneficially owned after the transaction are not fully detailed in the provided data; filing indicates 136,890 unvested RSUs.

Context

• This was a routine RSU vesting and tax-withholding transaction, not an open-market buy or sell. Withholding to cover taxes is common and does not necessarily indicate insider sentiment. For investors, outright purchases (or large open-market sales) usually carry more signal than compensation-related issuances and withholdings.