KOHLS Corp
For the period ended May 2, 2026. Filed Jun 4, 2026.
View on SEC.govAbout 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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-11-01; filed 2025-12-03.
0001193125-25-306677
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2026-05-02; filed 2026-06-04.
0001193125-26-257402
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe 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 10 previous paragraphs and 13 current paragraphs.
6 unchanged; 4 reworded; 2 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (2)
Current report
Changes in global trade policies and the imposition of tariffs could increase our costs and disrupt our supply chain.
Current report
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.
Reworded paragraphs (4)
Previous wording
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 February 1, 2025 and in Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the first quarter of 2025 ended May 3, 2025. 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.
Current wording
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.
Previous wording
There have been no significant changes in the Risk Factors described in our 2024 Form 10-K, other than as set out in our Quarterly Report on Form 10-Q for the quarter ended May 3, 2025, in Item 1A of Part II.
Current wording
There have been no significant changes in the Risk Factors described in our 2025 Form 10-K, except as follows:
Previous wording
Except as noted below, during the three months ended November 1, 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.
Current wording
Except as noted below, during the three months ended May 2, 2026, nodirector 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.
Previous wording
On September 4, 2025, Jill Timm, Chief Financial 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 “Plan”) relating to the sale of up to 200,000 sharesof the Company’s common stock. The Plan was adopted during an open trading window following the expirationof her previous trading plan and in connection with diversification and tax-planning objectives. Sales under the Plan may commence on December 4, 2025. The Plan will expire on the earlier of April 1, 2027 or the execution of all trades specified thereunder.
Current wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.