Steinmetz Mari 4

What Happened
Mari Steinmetz, Senior EVP and Chief People Officer at Kohl's (KSS), had a mix of restricted-stock vesting activity and a small open-market sale in late March 2026. She received dividend-equivalent share awards of 84 and 73 shares on March 28–29 tied to vested restricted stock units (RSUs). To cover tax withholding on the vesting, 111 and 90 shares were surrendered (reported as dispositions) at $12.46 each (values $1,383 and $1,121). On March 30 she sold 606 shares in the open market at $12.33 for proceeds of $7,472. The combined reported value of the disposals/withholdings and sale is about $9,976.

Key Details

• Transaction dates and prices:
  • 2026-03-28: Award of 84 shares (dividend-equivalent on vested RSUs).
  • 2026-03-28: 111 shares surrendered for tax withholding @ $12.46 = $1,383.
  • 2026-03-29: Award of 73 shares (dividend-equivalent on vested RSUs).
  • 2026-03-29: 90 shares surrendered for tax withholding @ $12.46 = $1,121.
  • 2026-03-30: Open-market sale of 606 shares @ $12.33 = $7,472.
• Reported holdings: Filing notes include 198,069 unvested restricted stock units (RSUs) as part of beneficial ownership (per footnote F3).
• Notable footnotes:
  • F1: Awarded shares are dividend-equivalent amounts on vested RSUs.
  • F2: Shares used to satisfy tax withholding obligations on vesting.
  • F4: The 606-share sale was automatic under a previously disclosed Rule 10b5-1 trading plan adopted Nov 26, 2025.
• Filing timeliness: Report filed March 31, 2026; appears to be a timely Form 4 filing following the March 28–30 transactions.

Context
These transactions are largely routine compensation-related events (RSU vesting and shares surrendered for tax withholding) plus an automatic sale under a 10b5-1 plan. Tax-withholding share surrenders are not direct purchases or investment signals; the small open-market sale was executed per a pre-set trading plan rather than an ad hoc trade.