KOHLS Corp

Item 5. Other Information

Securities Trading Arrangements of Directors and Officers

During the three months ended May 3, 2025, no director or Section 16 officer of the Company adopted orterminated 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.

Cost Associated with Exit or Disposal Activities

On June 5, 2025, as part of our ongoing effort to increase efficiency and support the health and future of our business, we announced the closing of our Monroe, Ohio e-fulfillment center ("EFC"). The Monroe EFC is one of 14 EFCs and Distribution Centers in our nationwide supply chain network. In recent years, we have increased efficiencies with advanced technology capabilities at newer EFC facilities and expanded our ability to fulfill customer orders from store locations, allowing us to continue fulfilling customer orders without the Monroe, OH EFC.

We estimate that we will recognize cumulative pre-tax charges of approximately $25 million to $30 million, including approximately $10 million of non-cash charges in real estate and other asset-related charges, costs, and impairments and $15 million to $20 million of cash expenditures related to associate severance, benefits, and other exit costs. We expect that substantially all of these charges will be incurred in the second and third quarters of 2025.

The estimated charges and the timing of such charges are based on certain assumptions and actual amounts may vary from such estimates based on a number of factors, including, but not limited to, the number of associates impacted by these activities. We may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the activity described herein. The impact of these charges has been excluded from our full year 2025 Financial and Capital Allocation Outlook provided in Item 2, and we intend to exclude these charges from our non-GAAP financial measures. We believe excluding these charges from our non-GAAP financial measures is useful, as it provides enhanced visibility into our results excluding these charges and allows investors to compare the operating performance of our core business consistently over various periods.