Form 4: Kohl's CPO reports RSU vesting, tax withholding

Kohl's Senior EVP and Chief People Officer Mari Steinmetz reported RSU-related share issuance and share withholding for taxes, ending with 217,263 shares beneficially owned.

Summary

• Reporting person: Mari Steinmetz, Sr. EVP, Chief People Officer of Kohl's Corp (KSS).
• Transaction date: 03/27/2026.
• Acquired 662 shares of common stock (Code A) as dividend equivalent shares upon RSU vesting.
• Disposed of 1,142 shares of common stock (Code F) to satisfy tax withholding obligations at $12.92 per share.
• Net change from reported transactions: -480 shares.
• Beneficial ownership following transactions: 217,263 shares (Direct).
• Footnote indicates beneficial ownership includes 198,539 unvested restricted stock units.
• Signature by attorney-in-fact Megan E. Glise on 03/30/2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral: routine RSU vesting with tax withholding, no open-market trades, and minimal signaling for fundamentals.

Positives

• Equity awards vested, indicating continued executive tenure and compensation alignment; 662 dividend equivalent shares were added.
• No open‑market sale occurred; shares were withheld solely to cover taxes on vesting (administrative in nature).

Negatives

• Net decrease of 480 shares due to tax withholding could be misinterpreted as insider selling despite being non-discretionary.
• No purchase of shares on the open market that would signal incremental confidence.

Future Outlook

NA

Management Comments

• Additional shares were issued to reflect dividend equivalents on vested RSUs.
• Shares were withheld to satisfy tax obligations upon vesting of RSUs and related dividend equivalents under the Long-Term Compensation Plan.
• Post-transaction beneficial ownership disclosure notes inclusion of 198,539 unvested RSUs.

Industry Context

StockSavvy.ai notes this is a routine equity compensation event in U.S. retail: dividend-equivalent share issuance upon RSU vesting and share withholding to cover taxes are standard administrative transactions and typically carry limited informational value for future operating performance.

Comparison to Industry Standards

• Consistent with practices at large retailers (e.g., Target, Walmart, Macy's, Nordstrom) where executives commonly settle withholding taxes via share surrender on RSU vesting dates.
• Dividend-equivalent credits on RSUs are a common feature across S&P 500 compensation plans and do not indicate discretionary buying or selling.
• No deviation from standard Section 16 reporting norms; no 10b5‑1 plan indication was checked, aligning with many administrative vest/withhold filings.

Related Party Transactions

• Executive equity compensation under the Company's Long-Term Compensation Plan, including issuance of dividend equivalent shares and share withholding to satisfy taxes.

Stakeholder Impact

• Minimal impact on shareholders; transactions are administrative and not indicative of strategic or financial changes.
• Executive alignment maintained via continued RSU holdings, including a noted 198,539 unvested RSUs.
• No implications for customers, suppliers, or creditors.

Key Dates

Keywords

Kohl's, KSS, Form 4, insider transaction, restricted stock units, RSU vesting, dividend equivalent, tax withholding, Long-Term Compensation Plan, beneficial ownership, Mari Steinmetz