Bender Michael J 4

What Happened

• Michael J. Bender, CEO of Kohl's Corp (KSS), received a grant of 17,080 restricted stock units (RSUs) on 2026-05-16. On the same date, 210,811 shares were disposed (withheld) to satisfy tax withholding obligations at $11.77 per share, generating $2,481,245 in consideration. The grant shows an acquisition (award) and the withholding represents shares surrendered to cover taxes on vesting.

Key Details

• Transaction date: 2026-05-16; Form 4 filed 2026-05-19 (covers the 05-16 transaction).
• Award: 17,080 RSUs (price N/A for award grants).
• Tax withholding disposal: 210,811 shares at $11.77 each = $2,481,245.
• Footnotes: F1 indicates issuance of additional shares representing dividend equivalents on vested RSUs; F2 confirms the 210,811 shares were used to satisfy tax withholding on RSU vesting and dividend equivalents; F3 notes the filing includes 311,475 unvested RSUs held by the insider.
• Shares owned after the transactions are not specified in the provided filing.

Context

• This filing reflects RSU vesting and routine tax-withholding rather than an open-market sale for investment reasons. Shares withheld to cover taxes (code F) are common when restricted awards vest and do not necessarily indicate a change in the insider's view of the company.