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KOHLS Corp

For the period ended May 2, 2026. Filed Jun 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 2, 2026 · Filed Jun 4, 2026

KSS$23.04-3.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-11-01; filed 2025-12-03.

0001193125-25-306677

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-05-02; filed 2026-06-04.

0001193125-26-257402

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 99 previous paragraphs and 81 current paragraphs.

38 unchanged; 24 reworded; 19 added; 36 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

Inventory was $2.9 billion, a decrease of 8% year-over-year.

Current report

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

Current report

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%.

Current report

In the first quarter, Women's, Home, Accessories, and Children's net sales performed better than the total company average.

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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

Current report

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.

Current report

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.

Current report

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

Current report

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.
Removed paragraphs (36)

Previous report

On an adjusted non-GAAP basis, our adjusted operating income was $77 million.(a)

Previous report

On an adjusted non-GAAP basis, our adjusted net income was $11 million, or $0.10 per adjusted diluted share.(a)

Previous report

Non-GAAP financial measures. Please see the “GAAP to Non-GAAP Reconciliation” for a reconciliation of adjusted operating income to operating income, adjusted net income to net income, and adjusted diluted earnings per share to diluted earnings per share.

Previous report

Inventory was $3.9 billion, a decrease of 5% year-over-year.

Previous report

Cash flow provided by operating activities was $124 million compared to a use of cash of $195 million in the prior year.

Previous report

For the full year 2025, the Company expects the following:

Previous report

Adjusted operating margin: In the range of 3.1% to 3.2%(a)

Previous report

Adjusted diluted earnings per share: In the range of $1.25 to $1.45(a)

Previous report

Non-GAAP financial measures. The Company provides adjusted operating margin and adjusted diluted earnings per share on a non-GAAP basis and does not provide a reconciliation of the Company’s forward looking guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.

Previous report

Net sales decreased 2.8% in the third quarter of 2025 and 4.0% year to date 2025.

Previous report

The decreases in the third quarter and year to date were driven by decreases in transaction volume of approximately 3% for both periods, while average transaction value was flat in the third quarter and down approximately 1% year to date.

Previous report

In both the third quarter and year to date, sales decreased across all lines of business, except for Accessories, which increased approximately 3% for both periods.

Previous report

Other revenue decreased $35 million in the third quarter of 2025 and $63 million year to date 2025. The decreases in both periods were driven by lower sales to our Kohl's credit card customer and certain credit card expenses shifting against other revenue as we moved part of our account servicing to the third party that owns the accounts.

Previous report

Gross margin is calculated as net sales less cost of merchandise sold. Gross Margin was 39.6% of net sales for the third quarter and 39.8% of net sales year to date 2025, an increase of 51 and 39 basis points to last year, respectively. In both the third quarter and year to date 2025, the increase was driven by strong inventory management, merchandise mix, and moderating shrink levels. Strong inventory management was driven by fewer clearance markdowns, as our inventory decreased 5% to last year at the end of the third quarter, and receipts year to date were down 6%.

Previous report

During the third quarter, SG&A expenses decreased $28 million, or 2.1%, to $1.3 billion. As a percentage of revenue, SG&A deleveraged by 55 basis points. Year to date 2025, SG&A expenses decreased $143 million, or 3.8%, to $3.6 billion. As a percentage of revenue, SG&A deleveraged by 20 basis points. The decreases for both periods are driven by lower store payroll, marketing, and distribution costs, as well as a shift of certain corporate credit card expenses to other revenue due to moving part of our account servicing to the third party that owns the accounts, partially offset by an increase in other corporate expenses. Without the shift of certain corporate credit expenses, SG&A expenses would have decreased to last year 0.9% for the third quarter and 2.3% for year to date 2025.

Previous report

The decrease in depreciation and amortization in the third quarter and year to date 2025 was primarily driven by lower capital spend and closed locations.

Previous report

We recognized $4 million of Impairments, store closing, and other costs in the third quarter and $15 million year to date 2025. Included in this third quarter amount was $3 million of severance and $2 million of other costs, offset by a $1 million reversal of other exit costs initially recognized in the fourth quarter of 2024 related to the closure of underperforming stores. Included in the year to date amount was $11 million of non-cash charges related to asset impairments, $10 million of severance, and $6 million of other costs primarily related to the closure of our Monroe, Ohio E-commerce Fulfillment Center. Year to date, we also reversed $12 million of other exit costs initially recognized in the fourth quarter of 2024, related to the closure of our San Bernardino, California E-commerce Fulfillment Center and 27 underperforming stores due to favorable landlord negotiations.

Previous report

In the second quarter, Kohl’s entered into a settlement agreement to resolve a credit card interchange fee lawsuit in which we were a plaintiff. We recorded a gain, net of legal fees, and received cash of $129 million.

Previous report

In addition to reporting our financial results in accordance with generally accepted accounting principles (GAAP), this Quarterly Report on Form 10-Q contains certain non-GAAP financial results, including adjusted operating income, adjusted net income, and adjusted diluted earnings per share. These adjusted results exclude the gains, impairments, and other costs associated with the closing of 27 underperforming stores, our San Bernardino, California and Monroe, Ohio E-commerce Fulfillment Centers and settlement of a credit card interchange fee lawsuit, as we believe such items are not representative of our normal business activity. We believe these non-GAAP measures are useful, as they are more representative of our core business, enhance comparability across reporting periods and to industry peers, and align with the measures used by management to evaluate the Company’s performance. The adjusted, non-GAAP results are provided and should be evaluated in addition to, and not as an alternative for, our results reported in accordance with GAAP. Shown in the following table is a reconciliation of each non-GAAP measure referenced throughout this report to the most comparable GAAP measure. No adjustments were made to our results for year to date 2024 and therefore these results are not included in the following table. For fiscal 2024, operating income was $98 million and $307 million in the third quarter and year to date, respectively. Net income was $22 million, or $0.20 per diluted share, and $61 million, or $0.55 per diluted share, in the third quarter and year to date 2024.

Previous report

Our business, like that of other retailers, is subject to seasonal influences. Sales and income are typically higher during the back-to-school and holiday seasons. Due to the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

Previous report

Operating activities generated $630 million of cash year to date 2025 compared to $52 million year to date 2024. Operating cash flow increased primarily due to inventory management, resulting in managing year to date receipts down 6% versus the prior year. Additionally, the increase was driven by a higher net income, due in part to a $129 million gain recognized during the year with respect to settlement of a credit card interchange fee lawsuit.

Previous report

At the end of the quarter, we had a Sephora presence in over 1,100 of our stores, including 855 full size 2,500 square foot shops and 294 small format 750 square foot shops. In 2025, we anticipate capital expenditures of approximately $400 million, which includes the investments to complete the roll out of Sephora shops, expansion of impulse queuing lines to nearly all stores, and expansion of our E-commerce Fulfillment Center in Etna, Ohio.

Previous report

During the third quarter, S&P downgraded our corporate credit rating from BB- to B+, and maintained their outlook as negative.

Previous report

In December 2024, S&P downgraded our senior unsecured credit rating from BB to BB- and Moody’s downgraded our rating from Ba3 to B1. As a result of the downgrades, the interest rate on our 3.375% notes due May 2031 increased an additional 50 basis points in May 2025 due to the coupon adjustment provision within the notes. During the second quarter 2025, Moody's downgraded our senior unsecured credit rating from B1 to B3; however, further downgrades by Moody's do not trigger incremental interest rate increases. In total, the interest rate on the notes due May 2031 have increased 175 basis points since their issuance.

Previous report

Financing activities used $351 million of cash year to date 2025 and generated $302 million of cash year to date 2024.

Previous report

Cash dividend payments were $42 million ($0.375 per share) year to date 2025 compared to $166 million ($1.50 per share) year to date 2024.

Previous report

In May 2025, we issued $360 million aggregate principal amount of 10.000% senior secured notes due 2030. We received net proceeds of $357 million after the debt discount. In July 2025, we repaid $353 million of our 4.25% notes at maturity.

Previous report

In the second quarter of 2024, we completed a voluntary redemption of the remaining $113 million outstanding 9.50% notes due May 15, 2025.
Reworded paragraphs (24)

Previous wording

For purposes of the following discussion, unless noted, all references to "the quarter” and “the third quarter” are for the three fiscal months (13 weeks) ended November 1, 2025 or November 2, 2024. References to "the second quarter" are for the three fiscal months (13 weeks) ended August 2, 2025 or August 3, 2024. References to "the first quarter" are for the three fiscal months (13 weeks) ended May 3, 2025 or May 4, 2024. References to "year to date" are for the nine fiscal months (39 weeks) ended November 1, 2025 or November 2, 2024.

Current wording

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.

Previous wording

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 the statements under 2025 Financial and Capital Allocation Outlook 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 2024 Form 10-K, in Part II Item 1A of our Quarterly Report on Form 10-Q for the first quarter of 2025, or disclosed from time to time in our filings with the SEC, which 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.

Current wording

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.

Previous wording

Kohl's is a leading omnichannel retailer operating 1,153 stores and a website (www.Kohls.com) as of November 1, 2025. Our Kohl's stores and website sell moderately-priced private 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, store size, and Sephora at Kohl's shop-in-shops ("Sephora shops"). Our website includes merchandise which is available in our stores, as well as merchandise that is available only online.

Current wording

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.

Previous wording

Net sales decreased 2.8%, to $3.4 billion, with comparable sales down 1.7%.

Current wording

Net sales decreased 1.7%, to $3.0 billion, with comparable sales down 1.1%.

Previous wording

Gross margin as a percentage of net sales was 39.6%, an increase of 51 basis points.

Current wording

Gross margin as a percentage of net sales was 39.9%, an increase of 4 basis points year-over-year.

Previous wording

Selling, general, and administrative ("SG&A") expenses decreased 2.1%, to $1.3 billion. As a percentage of total revenue, SG&A expenses were 35.3%, an increase of 55 basis points year-over-year.

Current wording

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.

Previous wording

Operating income was $73 million compared to $98 million in the prior year. As a percentage of total revenue, operating income was 2.1%, a decrease of 61 basis points year-over-year.

Current wording

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.

Previous wording

Net income was $8 million, or $0.07 per diluted share. This compares to net income of $22 million, or $0.20 per diluted share, in the prior year.

Current wording

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.

Previous wording

Borrowings under revolving credit facility were $45 million, a decrease of $704 million year-over-year.

Current wording

Borrowings under revolving credit facility were $0, a decrease of $545 million year-over-year.

Previous wording

Kohl's remains committed to driving long-term shareholder value by providing our customers with great product, great value, and a great experience. To achieve this, we will offer a curated balanced assortment, reestablish Kohl’s to be a leader in value and quality, and deliver a frictionless experience to customers across our omnichannel platforms.

Current wording

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.

Previous wording

Comparable sales decreased 1.7% in the third quarter of 2025 and 3.2% year to date 2025. 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%.

Current wording

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%.

Previous wording

Digital sales increased 2.4% in the third quarter of 2025 and decreased 2.5% year to date 2025. Digital penetration represented 28% of net sales in the third quarter of 2025 and 26% year to date 2025, compared to 26% in the third quarter and year to date 2024. 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.

Current wording

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.

Previous wording

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; and terms cash discount. 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.

Current wording

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.

Previous wording

Net interest expense decreased year to date 2025 due to reductions in lease payments for stores closed earlier this year, a lower average outstanding balance on the revolving credit facility, and a loss on extinguishment of debt in 2024 that was not repeated in 2025. The reductions were partially offset by interest on our newly issued 2030 notes.

Current wording

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.

Previous wording

The impact of the 2025 net favorable tax items results in increasing the tax rate from the statutory rate when compared to the third quarter pre-tax loss, and decreasing the tax rate from the statutory rate when compared to the year to date pre-tax income. The impact of the 2024 net favorable tax items, when compared to a pre-tax income, results in decreasing the tax rate from the statutory rate.

Current wording

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.

Previous wording

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 announced additional tariffs on a broad range of imports, including certain consumer goods. While these actions did not have a material impact on our year to date results, the global trade environment remains fluid and further actions may increase merchandise costs, affect merchandise availability, and impact our operational results. We have taken 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.

Current wording

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.

Previous wording

We will continue to invest in the business, as we plan to invest approximately $400 million in capital expenditures in 2025, which includes the investments to complete the roll out of Sephora shops, expansion of impulse queuing lines to nearly all stores, and expansion of our E-commerce Fulfillment Center in Etna, Ohio. On November 12, 2025, our Board of Directors declared a quarterly cash dividend of $0.125 per share. The dividend will be paid on December 24, 2025 to all shareholders of record at the close of business on December 10, 2025. In May 2025, we issued $360 million in aggregate principal amount of 10.000% senior secured notes due 2030; in July, $353 million in aggregate principal amount of our 4.25% notes matured and were repaid. We are not planning any share repurchases during the current fiscal year.

Current wording

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.

Previous wording

Our period-end Cash and cash equivalents balance decreased to $144 million from $174 million in the third quarter of 2024. Our Cash and cash equivalents balance includes short-term investments of $8 million and $7 million as of November 1, 2025, and November 2, 2024, 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.

Current wording

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.

Previous wording

Investing activities used $269 million year to date 2025 compared to $363 million year to date 2024. The decrease in cash used in investing activities was primarily driven by our reduced capital expenditure plans for fiscal 2025, including lower capital spend on the expansion of our E-commerce Fulfillment Center in Etna, Ohio, which was completed in the third quarter. Additionally, we received $37 million in proceeds from sale of real estate primarily due to the sale of corporate and other properties.

Current wording

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.

Previous wording

Year to date 2025, we had net repayments of $245 million on our $1.5 billion credit facility, compared to net borrowings of $657 million year to date 2024. Borrowings outstanding under the revolving credit facility, recorded as short-term debt, were $45 million as of November 1, 2025, and $749 million as of November 2, 2024.

Current wording

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.

Previous wording

There was no cash used for treasury stock purchases year to date 2025 or 2024. 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 previously noted, while we are not currently planning for share repurchases, we expect to resume share repurchases over the long-term following improvement in overall leverage.

Current wording

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.

Previous wording

The increases in our working capital and current ratio are driven by the repayment of $353 million of our 4.25% notes that matured during the year and decreased borrowings under the revolving credit facility.

Current wording

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.

Previous wording

Aside from the issuance of $360 million aggregate principal amount of 10.000% senior secured notes due 2030, the repayment of $353 million of our 4.25% notes due July 2025 at maturity, and the change in borrowings under our revolving credit facility, which have all been disclosed in Note 3 of the Consolidated Financial Statements, there have been no significant changes in the contractual obligations disclosed in our 2024 Form 10-K.

Current wording

There have been no significant changes in the contractual obligations disclosed in our 2025 Form 10-K.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Dividend: On November 12, 2025, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.125 per share. The dividend is payable December 24, 2025 to shareholders of record at the close of business on December 10, 2025.