Form 4: Kohl's CFO updates holdings after RSU vesting

Kohl's CFO Jill Timm reported RSU-related share credits and tax withholding, ending with 344,208 shares directly beneficially owned.

Summary

• On 03/27/2026, Jill Timm (CFO) reported two transactions in Kohl's Corp (KSS) common stock.
• Acquired 2,206 shares (code A) as dividend equivalent shares on vested restricted stock units (RSUs).
• Withheld 3,805 shares (code F) at $12.92 to satisfy tax obligations upon RSU vesting.
• Direct beneficial ownership after the transactions is 344,208 common shares, which includes 139,893 unvested RSUs.
• Holdings reflected 348,013 shares after the dividend-equivalent credit and 344,208 after tax withholding.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral; the activity reflects standard RSU vesting and tax withholding with no open-market sale or strategic signal.

Positives

• No open-market sales: shares were withheld solely to cover taxes (code F), an administrative event.
• Additional 2,206 shares credited via dividend equivalents reflect RSU vesting activity.
• CFO continues to hold a substantial stake: 344,208 shares directly beneficially owned (including 139,893 unvested RSUs).

Negatives

• Net share decrease of 1,599 shares on the date due to tax withholding (3,805 withheld vs. 2,206 credited).

Future Outlook

No forward-looking statements or guidance provided.

Management Comments

• Additional shares represent dividend equivalents on vested restricted stock units.
• Shares were used to satisfy tax withholding obligations upon vesting of RSUs and corresponding dividend equivalents under the Long-Term Compensation Plan.
• Current beneficial ownership includes 139,893 unvested restricted stock units.

Industry Context

StockSavvy.ai notes that RSU vesting with share withholding for taxes (Form 4 code F) is a common administrative event across U.S. issuers and generally does not signal a change in executive sentiment.

Comparison to Industry Standards

• Administrative tax withholding (code F) upon RSU vesting is routine among large U.S. retailers such as Macy's (M) and Nordstrom (JWN), aligning with standard compensation practices.
• No 10b5-1 trading plan designation for these entries is typical for non-discretionary withholding events tied to compensation cycles.
• The transaction magnitude is immaterial relative to typical market float and executive ownership levels seen across retail peers.

Stakeholder Impact

• Administrative nature of the code F withholding suggests minimal signaling impact to shareholders.
• Executive ownership remains significant, maintaining alignment with shareholder interests.

Key Dates

Keywords

Kohl's, KSS, Form 4, insider transaction, restricted stock units, RSU vesting, dividend equivalent, tax withholding, beneficial ownership, Jill Timm, chief financial officer