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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 2, 2026

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from ________ to _________

Commission file number 1-11084

KOHL’S CORP ORATION

(Exact name of registrant as specified in its charter)

Wisconsin |  | 39-1630919
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer |  | ☒ |  | Accelerated Filer |  | ☐
Non-Accelerated Filer |  | ☐ |  | Smaller Reporting Company |  | ☐
|  |  |  | 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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 29, 2026 Common Stock, Par Value $0.01 per Share, 113,399,993 shares outstanding.

KOHL’S C ORPORATION

INDEX

PART I | FINANCIAL INFORMATION | 3
Item 1. | Financial Statements: | 3
| Consolidated Balance Sheets | 3
| Consolidated Statements of Operations | 4
| Consolidated Statements of Changes in Shareholders' Equity | 5
| Consolidated Statements of Cash Flows | 6
| Notes to Consolidated Financial Statements | 7
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 21
Item 4. | Controls and Procedures | 21
PART II | OTHER INFORMATION | 22
Item 1. | Legal Proceedings | 22
Item 1A. | Risk Factors | 22
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22
Item 5. | Other Information | 23
Item 6. | Exhibits | 24
| Signatures | 25

Table of Contents

PART I. FINANCI AL INFORMATION

Item 1. Financi al Statements

KOHL’S CORPORATION

CONSOLIDATED B ALANCE SHEETS

(Dollars in Millions) | May 2, 2026 | January 31, 2026 | May 3, 2025
Assets | (Unaudited) | (Audited) | (Unaudited)
Current assets: |  |  |
Cash and cash equivalents | $429 | $674 | $153
Merchandise inventories | 2,897 | 2,745 | 3,137
Other | 326 | 272 | 290
Total current assets | 3,652 | 3,691 | 3,580
Property and equipment, net | 6,779 | 6,914 | 7,209
Operating leases | 2,318 | 2,338 | 2,374
Other assets | 416 | 419 | 476
Total assets | $13,165 | $13,362 | $13,639
Liabilities and Shareholders’ Equity |  |  |
Current liabilities: |  |  |
Accounts payable | $1,248 | $1,171 | $1,026
Accrued liabilities | 1,033 | 1,181 | 1,177
Borrowings under revolving credit facility | — | — | 545
Current portion of: |  |  |
Long-term debt | — | — | 353
Finance leases and financing obligations | 89 | 85 | 80
Operating leases | 95 | 94 | 99
Total current liabilities | 2,465 | 2,531 | 3,280
Long-term debt | 1,387 | 1,436 | 1,174
Finance leases and financing obligations | 2,338 | 2,365 | 2,433
Operating leases | 2,624 | 2,650 | 2,687
Deferred income taxes | 88 | 91 | 27
Other long-term liabilities | 239 | 241 | 259
Shareholders’ equity: |  |  |
Common stock | 1 | 1 | 1
Paid-in capital | 3,605 | 3,595 | 3,570
Treasury stock, at cost | (777) | (771) | (771)
Retained earnings | 1,195 | 1,223 | 979
Total shareholders’ equity | $4,024 | $4,048 | $3,779
Total liabilities and shareholders’ equity | $13,165 | $13,362 | $13,639

See accompanying Notes to Consolidated Financial Statements

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KOHL’S CORPORATION

CONSOLIDATED STAT EMENTS OF OPERATIONS

(Unaudited)

| Quarter Ended
(Dollars in Millions, Except per Share Data) | May 2, 2026 | May 3, 2025
Net sales | $2,998 | $3,049
Other revenue | 169 | 184
Total revenue | 3,167 | 3,233
Cost of merchandise sold | 1,802 | 1,834
Operating expenses: |  |
Selling, general, and administrative | 1,145 | 1,164
Depreciation and amortization | 174 | 175
Operating income | 46 | 60
Interest expense, net | 63 | 76
Loss before income taxes | (17) | (16)
Benefit for income taxes | (3) | (1)
Net loss | $(14) | $(15)
Net loss per share: |  |
Basic | $(0.13) | $(0.13)
Diluted | $(0.13) | $(0.13)

See accompanying Notes to Consolidated Financial Statements

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KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CHA NGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

| Quarter Ended
(Dollars in Millions, Except per Share Data) | May 2, 2026 | May 3, 2025
Common stock |  |
Balance, beginning of period | $1 | $1
Stock-based awards | — | —
Balance, end of period | $1 | $1
Paid-in capital |  |
Balance, beginning of period | $3,595 | $3,560
Stock-based awards | 10 | 10
Balance, end of period | $3,605 | $3,570
Treasury stock |  |
Balance, beginning of period | $(771) | $(767)
Stock-based awards | (6) | (4)
Dividends paid | — | —
Balance, end of period | $(777) | $(771)
Retained earnings |  |
Balance, beginning of period | $1,223 | $1,008
Net loss | (14) | (15)
Dividends paid | (14) | (14)
Balance, end of period | $1,195 | $979
Total shareholders' equity, end of period | $4,024 | $3,779
Common stock |  |
Shares, beginning of period | 127 | 126
Stock-based awards | 2 | 1
Shares, end of period | 129 | 127
Treasury stock |  |
Shares, beginning of period | (15) | (15)
Stock-based awards | (1) | —
Shares, end of period | (16) | (15)
Total shares outstanding, end of period | 113 | 112
Dividends paid per common share | $0.125 | $0.125

See accompanying Notes to Consolidated Financial Statements

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KOHL’S CORPORATION

CONSOLIDATED STATEM ENTS OF CASH FLOWS

(Unaudited)

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025
Operating activities |  |
Net loss | $(14) | $(15)
Adjustments to reconcile net loss to net cash used in operating activities: |  |
Depreciation and amortization | 174 | 175
Share-based compensation | 9 | 9
Deferred income taxes | (2) | (2)
Non-cash lease expense | 22 | 21
Other non-cash items | (6) | 2
Changes in operating assets and liabilities: |  |
Merchandise inventories | (151) | (191)
Other current and long-term assets | (26) | 31
Accounts payable | 77 | (16)
Accrued and other long-term liabilities | (128) | (83)
Operating lease liabilities | (29) | (23)
Net cash used in operating activities | (74) | (92)
Investing activities |  |
Acquisition of property and equipment | (84) | (110)
Proceeds from sale of property and equipment | — | 2
Net cash used in investing activities | (84) | (108)
Financing activities |  |
Net borrowings under revolving credit facility | — | 255
Shares withheld for taxes on vested restricted shares | (6) | (4)
Dividends paid | (14) | (14)
Repayment of long-term borrowings | (50) | —
Discount on redemption of debt | 9 | —
Finance lease and financing obligation payments | (26) | (21)
Proceeds from financing obligations | — | 3
Net cash (used in) provided by financing activities | (87) | 219
Net (decrease) increase in cash and cash equivalents | (245) | 19
Cash and cash equivalents at beginning of period | 674 | 134
Cash and cash equivalents at end of period | $429 | $153
Supplemental information |  |
Interest paid, net of capitalized interest | $61 | $68

See accompanying Notes to Consolidated Financial Statements

6

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KOHL’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for fiscal year end Consolidated Financial Statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and related footnotes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (Commission File No. 1-11084) as filed with the Securities and Exchange Commission ("SEC"). Certain amounts in the Consolidated Financial Statements and related footnotes may not foot or crossfoot due to rounding.

Due to the seasonality of the business of Kohl’s Corporation (the “Company,” “Kohl’s,” “we,” “our,” or “us”), results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

Reportable Segments

We are an omnichannel retailer that operates as a single reportable segment. Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. The net income (loss) presented in the Consolidated Statements of Operations is the financial information reviewed by the CODM. The CODM assesses the performance of the Company and decides how to allocate resources using net income (loss) that is reported on the Consolidated Statement of Operations. Net income (loss) is used to monitor budget versus actual results. The CODM regularly reviews information consistent with the Consolidated Statements of Operations.

Supplier Finance Programs

The Company has an agreement with a third-party financing provider to facilitate a supplier financing program. The program provides participating suppliers the option to receive outstanding payment obligations of the Company early at a discount. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to finance amounts under the program. All amounts payable to the financial institution relating to suppliers participating in the program are recorded in Accounts Payable in the Consolidated Balance Sheets and were $224 million as of May 2, 2026, $201 million as of January 31, 2026, and $125 million as of May 3, 2025.

International Emergency Economic Powers Act ("IEEPA") Tariff Recovery

On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump invalidating certain tariffs previously imposed under the IEEPA. As a result of this ruling, the Company may be eligible for refunds of duties paid during fiscal 2025 and the first month of fiscal 2026. The Company paid approximately $190 million in IEEPA tariffs during this period. On April 20, 2026 U.S. Customs and Border Protection (“CBP”) launched Phase 1 of the Consolidated Administration and Processing of Entries (“CAPE”) portal and refund process. We submitted claims seeking approximately $140 million of refunds of previously paid IEEPA tariffs as part of the Phase 1 CAPE tariff refunds. We continue to monitor CBP guidance regarding Phase 2, which is expected to address entries that comprise the remainder of the Company’s potential recovery.

In accordance with ASC 450-30, “Gain Contingencies,” the Company has elected to use a gain contingency model to account for recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. Tariff recoveries would be reflected as a reduction of Merchandise inventories to the extent the inventory remains on hand, or as a reduction of Cost of merchandise sold for inventory that has already been sold.

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As of May 2, 2026, the Company has not received any refund payments. Accordingly, no gain has been recognized in the Consolidated Statement of Operations for the quarter ended May 2, 2026.

Recent Accounting Pronouncements

Accounting Standards Issued but not yet Effective

In 2024, the Financial Accounting Standards Board ("FASB") issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. For public entities, the provisions within ASU 2024-03 are effective for the first annual reporting period beginning after December 15, 2026, and for interim periods of fiscal years beginning after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, they may be applied retrospectively for all comparative periods following the effective date. We are currently assessing the impact the adoption of ASU 2024-03 will have on our consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which requires software capitalization to begin when both of the following occur: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. For public entities, the provisions within ASU 2025-06 are effective for the first annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The provisions within ASU 2025-06 allow for a prospective, modified, or retrospective transition approach. We are currently assessing the impact the adoption of ASU 2025-06 will have on our consolidated financial statements and related disclosures.

2. Revenue Recognition

The following table summarizes net sales by line of business:

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025
Women's | $849 | $851
Accessories (including Sephora) | 642 | 646
Men's | 567 | 584
Home | 369 | 370
Children's | 309 | 312
Footwear | 262 | 286
Net sales | $2,998 | $3,049

Unredeemed gift cards and merchandise return card liabilities totaled $248 million as of May 2, 2026, $275 million as of January 31, 2026, and $276 million as of May 3, 2025. In the first quarter of 2026 and 2025, net sales of $46 million and $54 million, respectively, were recognized from gift cards redeemed in the current period and issued in prior years.

3. Debt

Borrowings under the $1.5 billion revolving credit facility, recorded as short-term debt, were $0 as of May 2, 2026 and January 31, 2026 and $545 million as of May 3, 2025.

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Long-term debt, which excludes borrowings on the revolving credit facility, consists of the following secured and unsecured debt:

|  |  | Outstanding
Maturity (Dollars in Millions) | Effective Rate at Issuance | Coupon Rate | May 2, 2026 | January 31, 2026 | May 3, 2025
2025 | 4.25% | 4.25% | — | — | 353
2029 | 7.36% | 7.25% | 42 | 42 | 42
2030 | 10.25% | 10.00% | 360 | 360 | —
2031 | 3.40% | 5.13% | 381 | 425 | 500
2033 | 6.05% | 6.00% | 108 | 112 | 112
2037 | 6.89% | 6.88% | 87 | 89 | 101
2045 | 5.57% | 5.55% | 427 | 427 | 427
Outstanding secured and unsecured senior debt |  |  | 1,405 | 1,455 | 1,535
Unamortized debt discounts and deferred financing costs |  |  | (18) | (19) | (8)
Current portion of secured and unsecured senior debt |  |  | — | — | (353)
Long-term secured and unsecured senior debt |  |  | $1,387 | $1,436 | $1,174
Effective interest rate at issuance |  |  | 6.35% | 6.26% | 4.73%

Our estimated fair value of secured and unsecured senior long-term debt is determined using Level 1 inputs, using financial instruments with unadjusted, quoted prices listed on active market exchanges. The estimated fair value of our secured and unsecured senior debt was $1.2 billion at May 2, 2026 and January 31, 2026, and $1.0 billion at May 3, 2025.

The interest rate on our 3.375% notes due May 2031 is subject to a coupon adjustment provision within the notes that can cause the interest rate to step up if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investor Service, Inc., which has occurred in recent years. In total, the interest rate on the notes due May 2031 has increased 175 basis points since their issuance due to the coupon adjustment provision within the notes.

In the first quarter of 2026, we reduced our outstanding debt by $50 million through repurchases of our notes on the open market, resulting in a gain on extinguishment of debt of $9 million recognized in net interest expense.

In the fourth quarter of 2025, we reduced our outstanding debt by $87 million through repurchases of our notes on the open market, resulting in a gain on extinguishment of debt of $11 million recognized in net interest expense.

In the second quarter of 2025, we issued $360 million aggregate principal amount of 10.000% senior secured notes due 2030 and received proceeds of $357 million, net of the debt discount. The notes are guaranteed by certain of our subsidiaries. Certain of these guarantees are secured by eleven distribution centers and E-commerce Fulfillment Centers, which are held by our subsidiaries, as well as the equity interests in one of our subsidiaries.

Also in the second quarter of 2025, $353 million in aggregate principal amount of our 4.25% notes matured and were repaid.

Our various debt agreements contain covenants including limitations on additional indebtedness and certain financial tests. As of May 2, 2026, we were in compliance with all covenants of the various debt agreements.

4. Leases

We lease certain property and equipment used in our operations. Our typical store lease has an initial term of 20 to 25 years and four to eight five-year renewal options.

Lease assets represent our right to use an underlying asset for the lease term. Lease assets are recognized at commencement date based on the value of the lease liability and are adjusted for any lease payments made to the

9

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lessor at or before commencement date, minus any lease incentives received and any initial direct costs incurred by the lessee.

Lease liabilities represent our contractual obligation to make lease payments and include renewal options that are reasonably certain of being exercised. At the commencement date, the lease liabilities equal the present value of minimum lease payments over the accounting lease term. As the implicit interest rate is not readily identifiable in our leases, we estimate our collateralized incremental borrowing rate to calculate the present value of lease payments.

Leases with a term of 12 months or less are excluded from the balance; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and non-lease components for new and modified leases.

The following tables summarize our operating and finance leases, which are predominately store related, and where they are presented in our Consolidated Financial Statements:

Consolidated Balance Sheets | Quarter Ended
(Dollars in Millions) | Classification | May 2, 2026 | January 31, 2026 | May 3, 2025
Assets |  |  |  |
Operating leases | Operating leases | $2,318 | $2,338 | $2,374
Finance leases | Property and equipment, net | 1,526 | 1,553 | 1,632
Total operating and finance leases | $3,844 | $3,891 | $4,006
Liabilities |  |  |  |
Current |  |  |  |
Operating leases | Current portion of operating leases | 95 | 94 | 99
Finance leases | Current portion of finance leases and financing obligations | 79 | 76 | 71
Noncurrent |  |  |  |
Operating leases | Operating leases | 2,624 | 2,650 | 2,687
Finance leases | Finance leases and financing obligations | 1,895 | 1,919 | 1,982
Total operating and finance leases | $4,693 | $4,739 | $4,839

Consolidated Statement of Operations | Quarter Ended
(Dollars in Millions) | Classification | May 2, 2026 | May 3, 2025
Operating leases | Selling, general, and administrative | $68 | $67
Finance leases |  |  |
Amortization of leased assets | Depreciation and amortization | 30 | 27
Interest on leased assets | Interest expense, net | 29 | 30
Total operating and finance leases |  | $127 | $124

Consolidated Statement of Cash Flows | Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025
Cash paid for amounts included in the measurement of leased liabilities |  |
Operating cash flows from operating leases | $75 | $69
Operating cash flows from finance leases | 28 | 29
Financing cash flows from finance leases | 24 | 19

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The following table summarizes future lease payments by fiscal year:

| May 2, 2026
(Dollars in Millions) | Operating Leases | Finance Leases | Total
2026 | $193 | $138 | $331
2027 | 265 | 189 | 454
2028 | 261 | 184 | 445
2029 | 261 | 182 | 443
2030 | 259 | 175 | 434
After 2030 | 3,514 | 2,526 | 6,040
Total lease payments | $4,753 | $3,394 | $8,147
Amount representing interest | (2,034) | (1,420) | (3,454)
Lease liabilities | $2,719 | $1,974 | $4,693

Total lease payments include $3.6 billion related to options to extend operating lease terms that are reasonably certain of being exercised and $2.6 billion related to options to extend finance lease terms that are reasonably certain of being exercised.

The following table summarizes weighted-average remaining lease term, weighted-average remaining contractually obligated lease term, and weighted-average discount rate:

| May 2, 2026 | January 31, 2026 | May 3, 2025
Weighted-average remaining term (years) |  |  |
Operating leases | 18 | 18 | 19
Finance leases | 18 | 18 | 19
Weighted-average remaining contractually obligated term (years) |  |  |
Operating leases | 4 | 4 | 4
Finance leases | 4 | 4 | 5
Weighted-average discount rate |  |  |
Operating leases | 6% | 6% | 6%
Finance leases | 6% | 6% | 6%

The remaining contractually obligated term represents only the remaining noncancelable portion of the leases.

Other lease information is as follows:

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025
Property and equipment acquired (disposed) through exchange of: |  |
Finance lease liabilities | $2 | ($10)
Operating lease liabilities | 3 | 5

Financing Obligations

Historical failed sale-leasebacks that did not qualify for sale-leaseback accounting upon adoption of ASC 842 continue to be accounted for as financing obligations.

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The following tables summarize our financing obligations, which are all store related, and where they are presented in our Consolidated Financial Statements:

Consolidated Balance Sheets |  |  |
(Dollars in Millions) | Classification | May 2, 2026 | January 31, 2026 | May 3, 2025
Assets |  |  |  |
Financing obligations | Property and equipment, net | $35 | $36 | $38
Liabilities |  |  |  |
Current | Current portion of finance leases and financing obligations | 10 | 9 | 9
Noncurrent | Finance leases and financing obligations | 443 | 446 | 451
Total financing obligations | $453 | $455 | $460

Consolidated Statement of Operations | Quarter Ended
(Dollars in Millions) | Classification | May 2, 2026 | May 3, 2025
Amortization of financing obligation assets | Depreciation and amortization | $1 | $1
Interest on financing obligations | Interest expense, net | 18 | 18
Total financing obligations |  | $19 | $19

Consolidated Statement of Cash Flows | Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025
Cash paid for and proceeds from amounts included in the measurement of financing obligations |  |
Operating cash flows from financing obligations | $18 | $18
Financing cash flows from financing obligations | 2 | 2
Proceeds from financing obligations | — | 3

The following table summarizes future financing obligation payments by fiscal year:

| May 2, 2026
(Dollars in Millions) | Financing Obligations
2026 | $60
2027 | 80
2028 | 77
2029 | 76
2030 | 75
After 2030 | 1,017
Total financing obligation payments | $1,385
Non-cash gain on future sale of property | 115
Amount representing interest | (1,047)
Financing obligation liability | $453

Total financing obligation payments include $1.0 billion related to options to extend terms that are reasonably certain of being exercised.

The following table summarizes the weighted-average remaining term, weighted-average remaining contractually obligated term, and weighted-average discount rate for financing obligations:

| May 2, 2026 | January 31, 2026 | May 3, 2025
Weighted-average remaining term (years) | 14 | 15 | 15
Weighted-average remaining contractually obligated term (years) | 5 | 5 | 5
Weighted-average discount rate | 16% | 16% | 16%

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The remaining contractually obligated term represents only the remaining noncancelable portion of the financing obligations.

5. Share-Based Awards

In 2019, we issued 1,747,441 stock warrants. The warrants expired on April 18, 2026. All 1,747,441 warrants were unexercised as of the expiration date.

6. Contingencies

We are subject to certain legal proceedings and claims arising out of the ordinary conduct of our business. In the opinion of management, the outcome of these proceedings and claims will not have a material adverse effect on our Consolidated Financial Statements.

7. Income Taxes

The effective tax rate for the first quarter of 2026 was 14.8%, compared to 10.4% for the first quarter of 2025. The impact of the 2026 and 2025 net unfavorable tax items, when compared to a pre-tax loss, results in decreasing the tax rate from the statutory rate.

8. Net Loss Per Share

Basic net loss per share is net loss divided by the number of common shares outstanding during the period. Potentially dilutive shares outstanding were excluded from the calculations as their effect would be anti-dilutive. Potentially dilutive shares include unvested restricted stock units, unvested restricted stock awards, and warrants, which utilize the treasury stock method, as well as unvested performance share units that utilize the contingently issuable share method.

The information required to compute basic and diluted net loss per share is as follows:

| Quarter Ended
(Dollars and Shares in Millions, Except per Share Data) | May 2, 2026 | May 3, 2025
Numerator—Net loss | $(14) | $(15)
Denominator—Weighted-average shares: |  |
Basic/Diluted | 112 | 111
Net loss per share: |  |
Basic/Diluted | $(0.13) | $(0.13)

The following potential shares of common stock were excluded from the diluted net loss per share calculation because their effect would have been anti-dilutive:

| Quarter Ended
(Shares in Millions) | May 2, 2026 | May 3, 2025
Anti-dilutive shares | 11 | 6

9. Subsequent Events

On May 20, 2026, the Board of Directors of Kohl's Corporation declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on June 24, 2026, to all shareholders of record at the close of business on June 10, 2026.

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Item 2. Management’s Discussion and Analysis o f Financial Condition and Results of Operations

For purposes of the following discussion, unless noted, all references to "the quarter” and “the first quarter” are for the three fiscal months (13 weeks) ended May 2, 2026 or May 3, 2025.

This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believes," "anticipates," "plans," "may," "intends," "will," "should," "expects," and similar expressions are intended to identify forward-looking statements. Forward-looking statements include certain statements under Management's Discussion and Analysis and may include comments about our future sales or financial performance and our plans, performance and other objectives, expectations or intentions, such as statements regarding our liquidity, debt service requirements, planned capital expenditures, future store initiatives, adequacy of capital resources and reserves, and the impact of macroeconomic events, including inflation, consumer behavior, and changes in global trade policies, such as tariffs, and our response to such events. Forward-looking statements are based on management’s then-current views and assumptions and, as a result, are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Any such forward-looking statements are qualified by the important risk factors, described in Part I Item 1A of our 2025 Form 10-K and in Part II Item 1A of this Form 10-Q, or disclosed from time to time in our filings with the SEC, that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made, and we undertake no obligation to update them. Certain amounts set forth below may not foot or crossfoot due to rounding.

Executive Summary

Kohl's is a leading omnichannel retailer operating 1,151 stores and a website (www.Kohls.com) as of May 2, 2026. Our Kohl's stores and website sell moderately-priced proprietary and national brand apparel, footwear, accessories, beauty, and home products. Our Kohl's stores generally carry a consistent merchandise assortment with some differences attributable to local preferences and store size. Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

Key financial results for the first quarter include:

•
Net sales decreased 1.7%, to $3.0 billion, with comparable sales down 1.1%.
•
Gross margin as a percentage of net sales was 39.9%, an increase of 4 basis points year-over-year.
•
Selling, general, and administrative ("SG&A") expenses decreased 1.6%, to $1.1 billion. As a percentage of total revenue, SG&A expenses were 36.2%, an increase of 15 basis points year-over-year.
•
Operating income was $46 million compared to $60 million in the prior year. As a percentage of total revenue, operating income was 1.4%, a decrease of 41 basis points year-over-year.
•
Net loss was $14 million, or ($0.13) per diluted share. This compares to net loss of $15 million, or ($0.13) per diluted share in the prior year.
•
Inventory was $2.9 billion, a decrease of 8% year-over-year.
•
Operating cash flow was a use of $74 million.
•
Borrowings under revolving credit facility were $0, a decrease of $545 million year-over-year.

Our Strategy

Kohl's remains committed to driving long-term shareholder value by providing our customers with great product, great value, and a great experience. We have three key initiatives to achieve this: we offer a curated, balanced assortment that fulfills needs across all customers, we are reestablishing Kohl’s as a leader in value and quality, and we are delivering a frictionless experience to customers across our omnichannel platforms.

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Results of Operations

Total Revenue

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
Net sales | $2,998 | $3,049 | $(51)
Other revenue | 169 | 184 | (15)
Total revenue | $3,167 | $3,233 | $(66)

Net sales includes revenue from the sale of merchandise, net of expected returns and deferrals due to future performance obligations, and shipping revenue.

Net sales decreased 1.7% in the first quarter of 2026 compared to the first quarter of 2025.

•
The decrease in the first quarter was driven by a decrease in transaction volume of approximately 4%, offset by an increase in average transaction value of approximately 2%.
•
In the first quarter, Women's, Home, Accessories, and Children's net sales performed better than the total company average.

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
Women's | $849 | $851 | (0.2%)
Accessories (including Sephora) | 642 | 646 | (0.6%)
Men's | 567 | 584 | (2.9%)
Home | 369 | 370 | (0.3%)
Children's | 309 | 312 | (1.0%)
Footwear | 262 | 286 | (8.4%)
Net sales | $2,998 | $3,049 | (1.7%)

Comparable sales decreased 1.1%. Comparable sales is a measure that highlights the performance of our stores and digital channel by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales includes all store and digital sales, except sales from stores open less than twelve months, stores that have been closed, and stores that have been relocated where square footage has changed by more than 10%.

Digital sales increased 4.0% and digital penetration represented 26% of net sales compared to 24% in the first quarter of 2025. We measure the change in digital sales by including all sales initiated online or through mobile applications, including omnichannel transactions which are fulfilled through our stores. We measure digital penetration as digital sales over net sales. These amounts do not take into consideration fulfillment node, digital returns processed in stores, and coupon behaviors.

Comparable sales and digital penetration measures vary across the retail industry. As a result, our comparable sales calculation and digital penetration may not be consistent with the similarly titled measures reported by other companies.

Other revenue includes revenue from credit card operations, third-party advertising on our website, unused gift cards and merchandise return cards (breakage), and other non-merchandise revenue.

Other revenue decreased $15 million due to lower revenue from our credit card operations. This was driven by lower late fees and finance charges partially offset by lower write-off activity.

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Cost of Merchandise Sold and Gross Margin

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
Net sales | $2,998 | $3,049 | $(51) |
Cost of merchandise sold | 1,802 | 1,834 | (32) |
Gross margin | $1,196 | $1,215 | $(19) |
Gross margin as a percent of net sales | 39.9% | 39.9% | 4 | bps

Cost of merchandise sold includes the total cost of products sold, including product development costs, net of vendor payments other than reimbursement of specific, incremental, and identifiable costs; inventory shrink; markdowns; freight expenses associated with moving merchandise from our vendors to our distribution centers; shipping expenses for digital sales; terms cash discount; and amounts due to Sephora for their share of operating profits under the Sephora arrangement. Our cost of merchandise sold may not be comparable with that of other retailers because we include distribution center and buying costs in selling, general, and administrative expenses while other retailers may include these expenses in cost of merchandise sold.

Gross margin is calculated as net sales less cost of merchandise sold. For the first quarter of 2026, gross margin was 39.9% of net sales, an increase of 4 basis points to last year. The increase was caused by merchandise mix with increased proprietary brand penetration, partially offset by elevated shipping costs driven by our digital sales increase of 4% year over year.

Selling, General, and Administrative Expense

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
SG&A | $1,145 | $1,164 | $(19) |
As a percent of total revenue | 36.2% | 36.0% | 15 | bps

SG&A includes compensation and benefit costs (including stores, corporate, buying, and distribution centers); occupancy and operating costs of our retail, distribution, and corporate facilities; freight expenses associated with moving merchandise from our distribution centers to our retail stores and among distribution and retail facilities other than expenses to fulfill digital sales; marketing expenses, offset by vendor payments for reimbursement of specific, incremental, and identifiable costs; expenses related to our credit card operations; and other administrative revenues and expenses. We do not include depreciation and amortization in SG&A. The classification of these expenses varies across the retail industry.

Many of our expenses, including store payroll and distribution costs, are variable in nature. These costs generally increase as sales increase and decrease as sales decrease. We measure our expenses as a percentage of revenue and changes in this percentage compared to the prior year. If the expense as a percent of revenue decreased from the prior year, the expense "leveraged." If the expense as a percent of revenue increased over the prior year, the expense "deleveraged."

The following table summarizes the changes in SG&A by expense type:

| Quarter Ended
(Dollars in Millions) | May 2, 2026
Corporate and other | $(17)
Distribution | (1)
Store expenses | (1)
Total decrease | $(19)

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SG&A expenses decreased $19 million, or 1.6%, to $1.1 billion. As a percentage of revenue, SG&A deleveraged by 15 basis points. The decrease in SG&A expenses was driven by lower corporate and other costs, primarily from reduced credit expenses.

Other Expenses

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
Depreciation and amortization | $174 | $175 | $(1)
Interest expense, net | 63 | 76 | (13)

Depreciation and amortization was $174 million, relatively flat to the first quarter of 2025.

Net interest expense decreased due to a gain on extinguishment of debt related to the open market repurchases of long term debt completed in the first quarter of 2026 and no outstanding balance on the revolving credit facility. The reductions were partially offset by interest on our 2030 notes, issued in the second quarter of 2025.

Income Taxes

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
Benefit for income taxes | $(3) | $(1) | $(2)
Effective tax rate | 14.8% | 10.4% |

In both periods, the effective tax rate results in a net benefit for income taxes on a pre-tax loss. The impact of the 2026 and 2025 net unfavorable tax items, when compared to a pre-tax loss, results in decreasing the tax rate from the statutory rate.

Inflation, Global Economic Conditions, and Trade Policies

We expect that our operations will continue to be influenced by general economic conditions, including food, fuel and energy prices, higher unemployment, wage inflation, and costs to source our merchandise, including tariffs. During 2025, the U.S. government utilized the IEEPA to impose additional tariffs on a broad range of imports, including certain consumer goods. While these actions did not have a material impact on our 2025 and year-to-date 2026 results, the global trade environment remains fluid. On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump striking down certain tariffs previously imposed under IEEPA. While this ruling may lead to potential refunds for duties paid during 2025 and the first quarter of 2026, the availability, timing, and amount of such refunds remain uncertain and subject to further legal and administrative developments. Following this decision, the U.S. administration invoked Section 122 of the Trade Act of 1974 to impose new tariffs on imports, effective February 24, 2026. These Section 122 tariffs are currently subject to legal challenge; in May 2026, the U.S. Court of International Trade issued a ruling finding the tariffs unlawful, although this ruling is currently stayed pending appeal. We continue to pay these duties while monitoring the legal developments. Further tariff-related actions may increase merchandise costs, affect merchandise availability, and impact our operational results.

The Company paid approximately $190 million in IEEPA tariffs between February 2025 and February 2026. We submitted claims seeking approximately $140 million in refunds of previously paid IEEPA tariffs as part of the Phase 1 CAPE tariff refunds. We continue to monitor developments regarding subsequent administrative phases for our remaining entries.

To mitigate the impact of these tariffs, the Company took proactive measures to reduce our exposure to tariffs by leveraging our diverse factory network to move production, adjusting orders based on pricing elasticity analyses, and working closely with our supplier and vendor base to proactively manage any impacts, with the goal of continuing to drive value to our customers. There can be no assurances that such factors will not impact our business in the future.

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Liquidity and Capital Resources

Capital Allocation

Our capital allocation strategy is to invest to maximize our overall long-term return and maintain a strong balance sheet. We follow a disciplined approach to capital allocation based on the following priorities: first, we invest in our business to drive long-term profitable growth; second, we pay a quarterly dividend; third, we will capitalize on opportunities to further reduce our debt and overall leverage when appropriate; and fourth, we return excess cash to shareholders through our share repurchase program.

We will continue to invest in the business, as we plan to invest approximately $350 to $400 million in capital expenditures in 2026 towards our strategic priorities. On May 20, 2026, our Board of Directors declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on June 24, 2026 to all shareholders of record at the close of business on June 10, 2026. During the first quarter of 2026, we reduced our outstanding debt by $50 million aggregate principal through repurchases of various notes on the open market. We are not currently planning any share repurchases.

Our period-end Cash and cash equivalents balance increased to $429 million from $153 million in the first quarter of 2025. Our Cash and cash equivalents balance includes short-term investments of $273 million and $7 million as of May 2, 2026 and May 3, 2025, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments. We also place dollar limits on our investments in individual funds or instruments.

The following table presents our primary uses and sources of cash:

Cash Uses |  | Cash Sources
• Operational needs, including compensation and benefit costs, rent, taxes, and other operating costs • Inventory • Capital expenditures • Dividend payments • Debt repayments and repurchases • Share repurchases |  | • Cash flow from operations • Line of credit under our revolving credit facility • Issuance of debt

| Quarter Ended
(Dollars in Millions) | May 2, 2026 | May 3, 2025 | Change
Net cash (used in) provided by: |  |  |
Operating activities | $(74) | $(92) | $18
Investing activities | (84) | (108) | 24
Financing activities | (87) | 219 | (306)

Operating Activities

Our operating cash outflows generally consist of payments to our employees for wages, salaries and other employee benefits, payments to our merchandise vendors for inventory (net of vendor allowances), payments to our shipping carriers, and payments to our landlords for rent. Operating cash outflows also include payments for income taxes and interest payments on our debt borrowings.

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Operating activities used $74 million of cash in the first quarter of 2026 compared to $92 million in the first quarter of 2025. The decrease in cash used in operating activities is due to the timing of payments and inventory receipts year over year.

Investing Activities

Our investing cash outflows include payments for capital expenditures, including investments in new and existing stores, improvements to supply chain, and technology costs. Our investing cash inflows are generally from proceeds from sales of property and real estate.

Investing activities used $84 million in the first quarter of 2026 compared to $108 million in the first quarter of 2025. The decrease in cash used in investing activities was primarily driven by our reduced capital expenditure plans for fiscal 2026.

In 2026, we anticipate capital expenditures of approximately $350 to $400 million as we continue to invest in our business, including enhancing omnichannel capabilities.

Financing Activities

Our financing strategy is to ensure adequate liquidity and access to capital markets. We also strive to maintain a balanced portfolio of debt maturities, while minimizing our borrowing costs. Our ability to access the public debt market has provided us with adequate sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and our credit ratings.

During the first quarter of 2026, Moody's revised their outlook to positive.

As of May 2, 2026, our corporate credit ratings and outlook were as follows:

| Moody’s | S&P | Fitch
Corporate credit | B2 | B+ | BB-
Outlook | Positive | Negative | Negative

The interest rate on our 3.375% notes due May 2031 is subject to a coupon adjustment provision within the notes that can cause the interest rate to step up if our long-term debt is downgraded to below a BBB- credit rating by S&P Global Ratings or Baa3 by Moody’s Investor Service, Inc., which has occurred in recent years. In total, the interest rate on the notes due May 2031 has increased 175 basis points since their issuance due to the coupon adjustment provision within the notes.

The majority of our financing activities generally include proceeds from and/or repayments of borrowings under our revolving credit facility and long-term debt, dividend payments, and repurchases of common stock. Financing cash outflows also include payments to our landlords for leases classified as finance leases and financing obligations.

Financing activities used $87 million of cash in the first quarter of 2026 and generated $219 million of cash in the first quarter of 2025.

Cash dividend payments were $14 million ($0.125 per share) in both the first quarter of 2026 and the first quarter of 2025.

In the first quarter of 2026, we had no net activity on our $1.5 billion credit facility, compared to net borrowings of $255 million in the first quarter of 2025. Borrowings outstanding under the revolving credit facility, recorded as short-term debt, were $0 as of May 2, 2026, and $545 million as of May 3, 2025.

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Also in the first quarter of 2026, we reduced our outstanding debt by $50 million aggregate principal through repurchases of various notes on the open market.

There was no cash used for treasury stock purchases in the first quarter of 2026 or 2025. Share repurchases are discretionary in nature. The timing and amount of repurchases are based upon available cash balances, our stock price, and other factors. As we continue to solidify our balance sheet and improve our business results we will look at resuming share repurchases in the future.

Key Financial Ratios

Key financial ratios that provide certain measures of our liquidity are as follows:

(Dollars in Millions) | May 2, 2026 | May 3, 2025
Working capital | $1,187 | $300
Current ratio | 1.48 | 1.09

Our working capital and inventory levels typically build throughout the fall, peaking during the November and December holiday selling season.

The increases in our working capital and current ratio are driven by decreased borrowings under the revolving credit facility, the repayment of $353 million of our 4.25% notes that matured following the first quarter of 2025, and an increase in cash and cash equivalents.

Debt Covenant Compliance

Our senior secured, asset based revolving credit facility contains customary events of default and financial, affirmative and negative covenants, including but not limited to, a springing financial covenant relating to our fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions, and restricted payments. As of May 2, 2026, we were in compliance with all covenants.

Contractual Obligations

There have been no significant changes in the contractual obligations disclosed in our 2025 Form 10-K.

Off-Balance Sheet Arrangements

We have not provided any financial guarantees arising from arrangements with unconsolidated entities or persons as of May 2, 2026.

We have not created, and are not a party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt, or operating our business. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our financial condition, liquidity, results of operations, or capital resources.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts. Management has discussed the development, selection, and disclosure of its estimates and assumptions with the Audit Committee of our Board of Directors. There have been no significant changes in the critical accounting policies and estimates discussed in our 2025 Form 10-K.

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Item 3. Quantitative and Qualitat ive Disclosures about Market Risk

There have been no significant changes in the market risks described in our 2025 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (the “Evaluation”) at a reasonable assurance level as of the last day of the period covered by this report.

Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. Disclosure controls and procedures are defined by Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended May 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTH ER INFORMATION

Item 1. L egal Proceedings

We are not currently party to any material legal proceedings; however, we are subject to certain legal proceedings and claims arising out of the ordinary conduct of our business. In the opinion of management, the outcome of these proceedings and claims will not have a material adverse effect on our Consolidated Financial Statements.

Item 1A. Ri sk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, careful consideration should be taken of the risk factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. These risk factors could materially and adversely affect our business, financial condition, results of operations, and liquidity. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also have a material adverse effect on our business operations.

There have been no significant changes in the Risk Factors described in our 2025 Form 10-K, except as follows:

Changes in global trade policies and the imposition of tariffs could increase our costs and disrupt our supply chain.

The majority of goods we source are manufactured outside of the United States, primarily in Asia. Consequently, our business is subject to risks associated with foreign trade, including changes in trade policy. Recent or potential impositions of new or increased tariffs on imported products, or the removal of de minimis thresholds for direct-to-consumer imports, could increase our merchandise costs and have a material adverse effect on our business, results of operations, and liquidity. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA. While this ruling has initiated a refund process, the availability, timing, and amount of such refunds remain uncertain and subject to further legal and administrative developments. Following this decision, the U.S. presidential administration invoked alternative authorities, including Section 122 of the Trade Act of 1974, to impose new tariffs on imports from various countries. These and other trade and tariff-related actions may be subject to legal challenge, judicial reviews, stays, or appeals, which could result in further volatility in our merchandise costs and supply chain. If we are unable to diversify our sourcing, divert production or sourcing away from specific countries to avoid tariffs, or otherwise successfully mitigate the impact of these trade policies, our gross margins, costs of merchandise sold, results of operations, and competitive position could be adversely affected. Furthermore, retaliatory trade measures by other countries could increase the costs of our operations or limit our access to critical raw materials or merchandise.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In February 2022, our Board of Directors increased the remaining share repurchase authorization under our existing share repurchase program to $3.0 billion. Purchases under the repurchase program may be made in the open market, through block trades, and other negotiated transactions. We expect to execute the share repurchase program primarily in open market transactions, subject to market conditions. There is no fixed termination date for the repurchase program, and the program may be suspended, discontinued, or accelerated at any time.

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The following table contains information for shares of common stock repurchased and shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ stock-based compensation during the three fiscal months ended May 2, 2026:

(Dollars in Millions, Except Share and per Share Data) | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
February 1 - February 28, 2026 | 4,220 | $18.69 | — | $2,476
March 1 - April 4, 2026 | 438,012 | $12.40 | — | $2,476
April 5 - May 2, 2026 | 14,329 | $13.85 | — | $2,476
Total | 456,561 | $12.50 | — |

Item 5. Other Information

Securities Trading Arrangements of Directors and Officers

Except as noted below, during the three months ended May 2, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On March 13, 2026, Jennifer Kent, Senior Executive Vice President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 Trading Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Kent Plan”) relating to the sale of up to 68,822 shares of the Company’s common stock. Sales under the Kent Plan may commence on June 11, 2026. The Kent Plan will expire on the earlier of March 12, 2027 or the execution of all trades specified thereunder.

On April 6, 2026, Christie Raymond, Senior Executive Vice President, Chief Marketing Officer, adopted a Rule 10b5-1 Trading Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Raymond Plan”) relating to the sale of up to 45,000 shares of the Company’s common stock. Sales under the Raymond Plan may commence on July 6, 2026. The Raymond Plan will expire on the earlier of April 2, 2027 or the execution of all trades specified thereunder.

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Item 6. Exhibits

Exhibit |  | Description
10.1 |  | Amended and Restated Executive Compensation Agreement between Kohl's Inc. and Mari Steinmetz dated as of February 27, 2026
31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | Inline XBRL Instance Document
101.SCH |  | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104 |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

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SIGNA TURES

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, thereunto duly authorized.

| Kohl’s Corporation (Registrant)
Date: June 4, 2026 | /s/ Jill Timm
| Jill Timm On behalf of the Registrant and as Chief Financial Officer (Principal Financial Officer)

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