Form 4: Kohl's CLO logs RSU vesting, tax withholding

Kohl’s Senior EVP and CLO Jennifer J. Kent reported RSU-related share issuance and tax withholding on March 27, 2026, ending with 210,288 direct shares including 90,904 unvested RSUs.

Summary

• On 2026-03-27, Jennifer J. Kent acquired 1,418 Kohl’s common shares as dividend equivalents on vested restricted stock units (RSUs).
• On 2026-03-27, 2,446 shares were disposed of at $12.92 per share to satisfy tax withholding obligations from RSU vesting and dividend equivalents under the Long-Term Compensation Plan.
• Direct beneficial ownership after the transactions is 210,288 shares, which includes 90,904 unvested RSUs.
• No open-market purchases or sales occurred; activity relates solely to equity award vesting mechanics.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine insider equity vesting and tax withholding update with neutral implications.

Positives

• Clear disclosure of current executive ownership: 210,288 direct shares, including 90,904 unvested RSUs.
• Share addition via dividend equivalents (1,418 shares) reflects standard equity award features without cash sales.
• Disposition was solely for tax withholding (Code F) rather than discretionary selling.

Negatives

• Net reduction of 1,028 shares on the transaction date due to tax withholding.
• Tax withholding shares were valued at $12.92 per share.

Future Outlook

NA

Management Comments

• Issuance of additional shares representing dividend equivalent amount on vested restricted stock units.
• Shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan.
• Beneficial ownership total includes 90,904 unvested restricted stock units.

Industry Context

StockSavvy.ai notes this is routine insider activity tied to RSU vesting and tax withholding, common across large U.S. retailers, and not indicative of operational performance or strategic change.

Comparison to Industry Standards

• Consistent with peers such as Macy's (M) and Nordstrom (JWN), executives often satisfy tax obligations via share withholding (Transaction Code F) at vesting rather than open‑market sales.
• Dividend equivalent share credits on vested RSUs are standard features in large-cap U.S. equity plans; the reported volumes (1,418 credited; 2,446 withheld) align with typical administrative adjustments.

Stakeholder Impact

• Minimal direct impact to shareholders; transactions are administrative and tied to equity award vesting.
• Confirms executive equity alignment through continued holdings of 210,288 shares, including 90,904 unvested RSUs.
• No implications for customers, suppliers, or creditors disclosed.

Key Dates

Keywords

Kohl's, KSS, insider transaction, Form 4, restricted stock units, dividend equivalents, tax withholding, beneficial ownership, executive compensation