Kent Jennifer J. 4

What Happened

• Jennifer J. Kent, Kohl's Sr. EVP, Chief Legal Officer & Corporate Secretary, received awards totaling 582 shares (202 + 380) on April 1, 2026 and simultaneously had 275 shares (95 + 180) withheld/surrendered to satisfy tax obligations. The withheld shares were recorded at $12.90 each, generating cash amounts of $1,226 and $2,322 (total $3,548). The awards were issuances in respect of performance share units and dividend equivalents; the withheld shares represent tax withholding on those issuances.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (appears timely).
• Awards (code A): 202 shares and 380 shares issued (no purchase price).
• Withheld/surrendered shares (code F): 95 shares and 180 shares disposed at $12.90 each, amounts $1,226 and $2,322 (total $3,548).
• Shares owned after transaction: filing notes inclusion of 123,831 unvested restricted stock units (per filing footnote); total beneficial ownership after the transactions isn’t fully specified in the provided extract.
• Footnotes summary:
  • F1/F3: Additional shares issued for performance share units and restricted stock unit dividend equivalents (incl. dividend in lieu of cash).
  • F2/F4: Shares used to satisfy tax withholding on those issuances.
  • F5: Indicates 123,831 unvested RSUs are included in reported holdings.

Context

• These were award issuances and routine tax-withholding share surrenders (not open-market sales or purchases). Shares surrendered to cover taxes are a common, administrative occurrence and do not necessarily signal a buy/sell decision about the company.