UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 27~~March 10, 2026

KOHL’S CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Wisconsin	001-11084	39-1630919
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin		53051
(Address of Principal Executive Offices)		(Zip Code)

N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin				53051
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 262 703-7000

Registrant’s Telephone Number, Including Area Code: (262) 703-7000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, $.01 par value		KSS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

~~Effective~~On ~~February~~March 2710, 2026, Kohl’s Corporation (the “Company”) ~~promoted~~issued ~~Mari~~a ~~Steinmetz~~press torelease ~~the~~reporting ~~position~~its ofearnings ~~Senior~~for ~~Executive~~the ~~Vice~~quarter ~~President, Chief People Officer~~ and ~~designated~~year ~~Ms. Steinmetz~~ended ~~as an executive officer of the Company. Ms.~~January ~~Steinmetz~~31, ~~has~~2026 ~~served~~and asprovided ~~Executive~~earnings ~~Vice~~guidance ~~President,~~for ~~Chief~~fiscal ~~People Officer since March 2023~~2026. ~~Ms. Steinmetz~~A ~~will~~copy ~~continue~~of ~~to lead~~ the ~~Company’s~~press ~~overall~~release ~~vision~~is ~~and~~attached ~~strategy~~as ~~for~~Exhibit ~~talent,~~99.1 ~~culture,~~ and ~~human~~incorporated ~~resource~~by ~~efforts,~~reference ~~including recruitment, associate development, associate relations, compensation and benefits, and organizational culture~~herein. ~~Ms. Steinmetz~~A ~~joined~~copy ~~the Company in 2010 and has held a number~~ of ~~progressive~~the ~~leadership~~presentation ~~roles~~materials ~~across~~for the ~~human resources department~~March 10, ~~including~~2026 ~~Senior~~quarterly ~~Vice~~earnings ~~President~~conference ofcall ~~Benefits,~~is ~~Compensation,~~attached ~~Talent~~as ~~Management,~~Exhibit ~~People Analytics, and HR Business Partners~~99.2 ~~Prior to joining the Company, Ms. Steinmetz served in various leadership positions at Target, supporting the stores~~ and ~~regional~~incorporated ~~human~~by ~~resources~~reference ~~functions~~herein. ~~Ms. Steinmetz has more than twenty years of retail and human resources experience.~~

Item 7.01

Regulation FD Disclosure.

See Item 2.02.

The information in Items 2.02 and 7.01, including the exhibits attached hereto, is furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Item 8.01

Other Events.

As previously announced, on February 25, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on April 1, 2026, to all shareholders of record at the close of business on March 18, 2026.

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “could,” “intends,” “anticipates,” “estimates,” “plans,” or similar expressions to identify forward-looking statements. Forward-looking statements include, but are not limited to, the information under “2026 Financial and Capital Allocation Outlook,” and “2026 Outlook & Areas of Focus,” comments about Kohl’s adequacy of capital resources, statements regarding our 2026 areas of focus and future initiatives, and statements regarding the impact of macroeconomic events and our response to such events, including tariffs. Such statements are based on current assumptions, expectations, and beliefs and are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K and Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2025, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them.

The attached press release and presentation materials contain certain financial measures that are not prepared in accordance with generally accepted accounting principles (GAAP), including adjusted operating income, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDAR, our leverage ratio (expressed as net debt + leases / EBITDAR), free cash flow, and adjusted free cash flow. These non-GAAP financial measures are provided as additional insight into our operational performance and do not purport to be substitutes for, or superior to, operating income, net income, diluted earnings per share, total debt and lease liabilities as reported on the balance sheet, or operating cash flow as measures of operating performance or liquidity. We believe these adjusted measures are useful, as they are more representative of our core business, enhance comparability across reporting periods and to industry peers, and align with the measures used by management to evaluate the Company’s performance. We caution investors that non-GAAP measures should not be viewed in isolation and should be evaluated in addition to, and not as an alternative for, our results reported in accordance with GAAP. Because companies may use different calculation methods, these measures may not be comparable to other similarly titled measures reported by other companies. A reconciliation of each referenced non-GAAP measure to the most directly comparable GAAP measure is included in the press release and presentation materials attached hereto as Exhibit 99.1 and Exhibit 99.2 respectively.

The Company provides adjusted operating margin and adjusted diluted earnings per share on a non-GAAP basis and does not provide a reconciliation of the Company’s forward looking guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press Release dated March 10, 2026

99.2		Presentation Materials for March 10, 2026 Quarterly Earnings Conference Call

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KOHL’S CORPORATION

Date: March 4, 2026

/s/ Jennifer Kent

Date: March 10, 2026

/s/ Jennifer Kent

Jennifer Kent

Jennifer Kent Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

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