KOHLS Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A** INFORMATION**

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A Message from our Board Chair

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A Message fromour Board Chair

On behalf of the Board of Directors, I thank you for your continued investment in and support of Kohl's. I am honored to write to you for the first time as Board Chair to provide an update on the Board’s critical work over the past year to position the Company for long-term value creation.

During a period of organizational and strategic transformation at Kohl’s, the Board prioritized building and aligning a management team capable of advancing the Company’s near-term priorities. Following the hiring of several key strategic leaders earlier in the year, the Board unanimously appointed Michael J. Bender as Chief Executive Officer in November. Led by the Board’s Executive Search Committee, Michael’s appointment followed an extensive, rigorous search focused on identifying a CEO fit to drive operational focus and continuous improvement. Michael brings decades of leadership experience across retail and consumer companies and, through his service as Interim CEO and previously as Board Chair, he has demonstrated his commitment and ability to lead strategy, drive improved results, and strengthen our organizational culture.

With Kohl’s at an important inflection point in its long history, the Board has been actively engaged in overseeing the development of a multi-year strategy and the disciplined execution of that strategy. This strategy is grounded in listening closely to our customers, strengthening the fundamentals of our business, and paving a path for long-term sustainable growth. While the Company continues to operate in an uncertain market environment, the Board is encouraged by the steady progress made to date—in large part by the dedication of our associates. Throughout 2025, our collective effort enabled Kohl’s to operate with discipline, generate solid cash flow, and strengthen our balance sheet. These progressive improvements will provide a solid foundation for the execution of our strategy, and the Board is confident in the management team’s ability to drive sustainable results.

Over the past year, we undertook a focused evaluation of the Board’s composition, structure, and processes to ensure the Board remains well positioned to oversee the Company’s changing needs, particularly as several Directors transitioned off the Board. Among other things, this led to my appointment as Board Chair and to updates to committee leadership and membership. Today, the Board is strongly aligned on purpose and strategy. Discussions are frequent, constructive debate is openly held, and information flows clearly to our independent Directors. Each Board member brings a unique set of experiences and perspectives that support a culture grounded in effective oversight, open dialogue, and clear accountability. We are confident that our current composition and practices provide the effective oversight and accountability required to move the Company forward.

As the Board navigated these and other important milestones and decisions, we upheld our commitment to accountability and actively sought feedback from shareholders. As detailed in theShareholder Engagement and Outreach section of theCompensation Discussion and Analysis, we conducted extensive outreach to better understand perspectives on executive compensation and other key governance and business matters. This feedback provided us with decision-useful information, and we look forward to continuing this constructive dialogue.

We invite you to review the full Proxy Statement and attend our 2026 Annual Meeting. We value your engagement and look forward to continued dialogue as the Company advances its strategy. Thank you for your continued investment in Kohl’s.

A Message from our CEO

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A Messagefrom our CEO

After nearly a year in my role as CEO of Kohl’s, I am excited and energized by the opportunities ahead as we continue to stabilize our foundation and accelerate our transformation. I was honored to be appointed CEO in late 2025 after serving in an interim capacity, and I take great pride in leading Kohl’s during this critical phase of our evolution.

Over the past year, I have visited associates, partners, and vendors across the country, hearing from each of them a clear devotion to putting customers first every day. I have also met with many of our shareholders who have continued to encourage us to focus on executing important near-term priorities central to transforming Kohl’s. While I stepped into the CEO role with a deep understanding of the Kohl’s brand, these visits have been both energizing and educational, providing me with additional perspectives on our strengths, opportunities, and unique ability to serve our customers.

As you know, we have been working on three focus areas throughout 2025:

In 2025, we leveraged our work in these areas to drive improvements in our top-line and bottom-line trends despite a challenging economic backdrop. We invested in our proprietary brands and engaged with customers to identify ways to enhance their shopping experience, while managing the business with discipline by expanding gross margins, reducing inventory, and lowering expenses.

While these results show progress, we acknowledge that 2025 was not the year we expected. We responded to industry hurdles, macroeconomic headwinds, and organizational changes with resilience, leaning into our fundamentals and returning to our clear focus on customers. This agility speaks to our high-performance culture and our commitment to delivering great value—reinforcing my confidence in our ability to accelerate our progress. We ended the year in a stronger position than where we started, while also noting we have a lot of important work ahead of us. Returning the Company to sustainable growth is a multi-year journey that will require time and continued discipline to fully realize.

My approach to our transformation is informed by a unique vantage point—nearly seven years of Kohl’s Board service provided me with a deep understanding of our core values and business, while my experience with other global retailers allows me to bring an external lens to our execution. By combining this institutional knowledge with external insights, I am focused on aligning our daily operations with our strategic priorities, ensuring we remain agile and dedicated to returning Kohl’s to operational excellence.

We are committed to serving our more than 60 million customers, many of whom are feeling the weight of today's economic environment, by providing exceptional value on the brands they love and ensuring Kohl’s remains a trusted destination for every family. By doing so, we not only expand what’s possible in their lives but also aim to deliver consistent value to our customers and shareholders. Thank you for your trust and investment in Kohl's as we navigate this transformation with discipline and a clear-eyed focus on our goals. I look forward to updating you on our progress in the year ahead.

Notice of Annual Meeting of Shareholders

Notice of Annual

Meeting of

Shareholders

We are pleased to invite you to attend the 2026 Annual Meeting of Shareholders of Kohl’s Corporation on May 20, 2026, at 8:00 a.m. Central Time.

The Annual Meeting will again be held exclusively online via a live interactive webcast. You will be able to vote in advance of, and submit your questions during, the Annual Meeting of Shareholders and/or attend virtually by visitingwww.virtualshareholdermeeting.com/KSS2026.

The Proxy Statement for the Annual Meeting and form of proxy card is first being made available to shareholders on or about April 10, 2026.

The purposes of the Annual Meeting are:

Notice of Annual Meeting of Shareholders

Only shareholders of record at the close of business on March 18, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

**YOUR VOTE IS IMPORTANT.**It is important that your shares are represented and voted at the Annual Meeting no matter how large or small your holdings may be. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible using one of the following methods:

Even if you vote in advance, you may still decide to attend the virtual Annual Meeting of Shareholders, withdraw your proxy, and vote your shares at the Annual Meeting. For more information, see “May I change or revoke my vote after I submit my proxy?” on page 5.

We encourage you to review the Proxy Statement accompanying this Notice for more complete information regarding the Annual Meeting of Shareholders, as well as the full text of each proposal to be presented at the meeting.

We appreciate your continued support and confidence in Kohl’s. We look forward to your participation in our virtual Annual Meeting on May 20, 2026.