Form 4: Kohl's Executive Reports Stock Transactions and Promotion

Kohl's Sr. EVP, Chief People Officer Mari Steinmetz reported recent acquisitions of restricted stock units and performance shares, alongside dispositions for tax obligations and a pre-planned sale.

Summary

• Mari Steinmetz, Senior Executive Vice President, Chief People Officer of KOHLS Corp, reported several transactions involving the company's common stock.
• On March 13, 2026, Ms. Steinmetz was awarded 151,745 restricted stock units (RSUs) as part of the Company's Long-Term Compensation Plan, effective upon her promotion on February 27, 2026.
• These RSUs are scheduled to vest in five equal annual installments on the first through fifth anniversaries of the grant date.
• On March 19, 2026, Ms. Steinmetz acquired 9,706 shares of common stock from the settlement of performance share units.
• Also on March 19, 2026, 3,375 shares were withheld by the Issuer at a price of $12.03 per share to satisfy tax withholding obligations related to the performance share unit settlement.
• On March 20, 2026, Ms. Steinmetz sold 1,583 shares of common stock at a price of $12.81 per share, pursuant to a Rule 10b5-1 trading plan adopted on November 26, 2025.
• Following these transactions, Ms. Steinmetz beneficially owns 218,750 shares of common stock, which includes 203,822 unvested restricted stock units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as slightly positive due to the significant RSU award and performance share settlement, indicating executive compensation and alignment with company performance, despite routine dispositions for tax and a pre-planned sale.

Positives

• Ms. Steinmetz received an award of 151,745 restricted stock units, increasing her equity stake in the company.
• The acquisition of 9,706 shares resulted from the settlement of performance share units, indicating achievement of performance targets.
• The RSU award was granted upon Ms. Steinmetz's promotion to Senior Executive Vice President, Chief People Officer, reflecting career advancement and increased responsibility.

Negatives

• 3,375 shares were disposed of to cover tax withholding obligations, reducing direct beneficial ownership.
• 1,583 shares were sold under a pre-arranged Rule 10b5-1 trading plan, which reduces the executive's direct holdings.

Future Outlook

The 151,745 restricted stock units awarded to Ms. Steinmetz are scheduled to vest in five equal annual installments on the first through fifth anniversaries of the March 13, 2026 grant date.

Industry Context

StockSavvy.ai notes that insider transaction reports like this Form 4 provide transparency into executive compensation and equity management practices. While specific to Kohl's, the use of restricted stock units and performance share units is a common compensation strategy across the retail industry to align executive incentives with long-term company performance. The utilization of a Rule 10b5-1 trading plan for stock sales is also a standard practice for executives to manage personal finances while adhering to insider trading regulations.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU award and performance share settlement increase executive ownership, potentially aligning management's interests with shareholder value. The pre-planned sale is a routine event and does not typically signal a change in management's outlook.
• Employees: Ms. Steinmetz's promotion and compensation structure may serve as an example of career progression and reward within the company.

Next Steps

• The restricted stock units will vest in five equal annual installments on the first through fifth anniversaries of the March 13, 2026 grant date.

Key Dates

Keywords

Kohl's, KSS, SEC Form 4, Insider Trading, Restricted Stock Units, Performance Share Units, Executive Compensation, Rule 10b5-1 Plan, Stock Transactions