Every material Form 8-K Kohl's has filed with the SEC since May 13, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Kohl's board increased its size from eight to nine members and appointed Stacy Taffet, Chief Growth and Marketing Officer for The Hershey Company, as an independent director effective October 29, 2026. She will serve on the Audit Committee and stand for election at the 2027 annual shareholders' meeting, and the filing describes the move as part of the board refreshment process.
Board size increased from eight to nine members; Taffet fills the new seat effective October 29, 2026
Taffet is expected to receive a restricted stock award on November 13, 2026 with a grant date fair value of approximately $145,000, vesting on the first anniversary of the grant
Taffet has been Chief Growth and Marketing Officer at The Hershey Company since April 2025 and previously spent 15 years at PepsiCo
Kohl's said Nick Jones, its Chief Merchandising Officer, will leave effective October 1, 2026, and named Ryan M. Waymire, a former Walmart U.S. senior vice president of fashion, to succeed him effective September 28, 2026. Waymire will lead Kohl's overall merchandise strategy and all merchandising functions, reporting to CEO Michael J. Bender. The filing reports a leadership change in a key role but no financial results, guidance or dollar figures.
Nick Jones departs effective October 1, 2026; he is entitled to separation benefits under his March 20, 2023 Executive Compensation Agreement
Ryan M. Waymire accepted the role on August 27, 2026, effective September 28, 2026
Waymire previously held roles at Walmart U.S., Wayfair, FabFitFun, Amazon and Target, including nearly a decade at Target
The announcement was made in a press release dated August 31, 2026 (Exhibit 99.1)
Kohl's reported second-quarter fiscal 2026 net sales down 0.9% to $3.3 billion, while GAAP diluted EPS was $1.28 versus $1.35 a year earlier. The company raised its full-year 2026 guidance, which includes about $150 million of tariff refunds received in the quarter, and said it is restarting share repurchases of up to $100 million this year.
Net sales fell 0.9% to $3.3 billion and comparable sales fell 0.9% in the quarter ended August 1, 2026.
GAAP operating income was $261 million versus $279 million a year earlier; gross margin rate rose 305 basis points to 43.0%.
Full-year 2026 adjusted diluted EPS guidance is $1.80 to $2.40; net sales guidance is a decrease of 1.5% to flat.
Share repurchases of up to $100 million are restarting under an existing $3 billion authorization; the $0.125 quarterly dividend is payable September 23, 2026.
Kohl's created a new Chief Customer Officer role and promoted Arianne Parisi, its Chief Digital Officer, to Senior Executive Vice President in that role, effective September 1, 2026. The role combines marketing and digital customer functions, and Chief Marketing Officer Christie Raymond's position was eliminated, with her employment ending September 9, 2026. The filing contains no financial results or guidance, so the change is a leadership and organizational update rather than a financial one.
Arianne Parisi promoted to Senior Executive Vice President, Chief Customer Officer, effective September 1, 2026, and designated an executive officer
Parisi leads omnichannel customer experience, including marketing, loyalty, personalization, media, digital commerce, Kohls.com and the Kohl's App
Christie Raymond's Chief Marketing Officer position eliminated; employment ends September 9, 2026, with separation benefits under her 2022 agreement
Kohl's Chair John Schlifske retired from the Board and stepped down as independent Chair, effective immediately, citing personal reasons. The Board named director Wendy Arlin as Chair and appointed Niren Chaudhary, former Panera Brands CEO, to fill the vacancy. The filing reports no financial results, so the changes are governance-related.
Schlifske notified the Board on July 28, 2026, after nearly 15 years of Board service
Wendy Arlin, a director since December 2023, became Chair effective immediately
Chaudhary is expected to receive restricted shares on August 14, 2026, with a grant-date fair value of approximately $145,000, vesting on the first anniversary of the grant
Chaudhary's term expires at the 2027 annual shareholders' meeting; he will initially serve on the Audit Committee
Kohl's amended its revolving credit facility with Wells Fargo Bank as agent on June 30, 2026, extending the maturity by five years to June 30, 2031. The amendment also changes borrowing costs and borrowing base terms, including a new in-transit inventory basket capped at 15% of the borrowing base.
Maturity extended five years from the effective date of the amendment to June 30, 2031
Applicable Margin now ranges from 0.25% to 0.50% for Base Rate Loans and 1.25% to 1.50% for SOFR Loans, using a single 50% availability breakpoint
Removed the prior 0.10% credit spread adjustment from Term SOFR; in-transit inventory may count up to 15% of the borrowing base
Kohl's appointed Elliott Rodgers, formerly chief operations officer at Foot Locker, as its chief operating officer; he takes the role on September 9, 2026. The filing sets out a $900,000 annualized salary, a $400,000 signing incentive, and a $2,500,000 annual long-term incentive target, which shareholders can review for the cost of the hire.
Rodgers will oversee enterprise operations, including nearly 1,200 stores, supply chain and distribution centers, procurement, and loss prevention, reporting to CEO Michael J. Bender.
Compensation includes a $900,000 annualized salary, a $400,000 signing incentive subject to prorated reimbursement if he leaves within one year, and a 130% target annual incentive.
Fiscal 2026 long-term incentive award is prorated to $1,875,000 on the grant date, split 60% performance share units and 40% restricted stock units.
Rodgers resigned from the Levi Strauss & Co. board effective June 15, 2026.
Kohl's reported first-quarter fiscal 2026 results for the period ended May 2, 2026, with net sales down 1.7% and comparable sales down 1.1%. The company posted a net loss of $14 million, or $0.13 per diluted share, versus a $15 million loss, or $0.13 per share, a year earlier, and it affirmed its full-year 2026 outlook, which includes net sales of flat to down 2% and adjusted diluted EPS of $1.00 to $1.60.
Net sales decreased 1.7% to $3.0 billion; comparable sales decreased 1.1%
Operating income was $46 million, compared with $60 million a year earlier
Net loss was $14 million, or $0.13 per diluted share, versus $15 million, or $0.13, in the prior year
Full-year 2026 outlook affirmed; quarterly dividend of $0.125 per share payable June 24, 2026
At its May 20, 2026 annual meeting, Kohl's shareholders approved an amended and restated 2024 Long-Term Compensation Plan. The changes add 5,200,000 shares, extend the plan's term to May 20, 2036, and cap total annual pay for any non-employee director at $750,000 per board service year. For shareholders, the vote affects how much stock the company can use for executive and director pay.
Plan approved with 67,394,833 votes for, 3,271,609 against and 286,944 abstentions (Proposal 4).
Shares authorized for issuance rise by 5,200,000 under the amended plan.
Plan term extended ten years, through May 20, 2036.
Non-employee director pay capped at $750,000 per board service year, including cash and equity.
Kohl's reported fourth-quarter fiscal 2025 net sales down 3.9% to $5.0 billion and comparable sales down 2.8%, while diluted EPS rose to $1.07 from $0.43 a year earlier. The company also issued fiscal 2026 guidance calling for net sales of down 2% to flat and adjusted diluted EPS of $1.00 to $1.60, so shareholders face a revenue decline alongside higher reported profit.
Q4 net sales fell 3.9% to $5.0 billion; comparable sales fell 2.8%
Q4 diluted EPS of $1.07 versus $0.43 a year earlier; operating income $212 million versus $126 million
Full-year 2026 guidance: net sales down 2% to flat, adjusted operating margin 2.8% to 3.4%, adjusted diluted EPS $1.00 to $1.60
Quarterly dividend of $0.125 per share payable April 1, 2026, to holders of record on March 18, 2026
Kohl's announced that Fred Hand, Senior Executive Vice President and Director of Stores, will retire effective April 3, 2026. The filing states no changes to his compensation or employment terms tied to the retirement, and any benefits are governed by his 2023 Executive Compensation Agreement.
Fred Hand, Senior Executive Vice President, Director of Stores, retires effective April 3, 2026
No changes to Mr. Hand's compensatory arrangements or other employment terms in connection with his retirement
Any benefits are governed by the Executive Compensation Agreement dated September 25, 2023
Kohl's reported third-quarter fiscal 2025 results, with net sales down 2.8% to $3.4 billion and diluted EPS of $0.07 versus $0.20 a year earlier. The company raised its full-year 2025 outlook, though it still expects net sales to fall 3.5% to 4%, and named Michael Bender permanent CEO. Shareholders face a mixed picture: weaker sales and profit in the quarter alongside a higher full-year outlook.
Q3 net sales fell 2.8% to $3.4 billion; comparable sales fell 1.7%
Q3 diluted EPS was $0.07 versus $0.20 a year earlier; adjusted diluted EPS was $0.10 versus $0.20
Full-year 2025 adjusted diluted EPS guidance is $1.25 to $1.45; net sales guidance is a decrease of 3.5% to 4%
Nine-month net income of $147 million included a $129 million gain on a credit card interchange fee lawsuit settlement
Kohl's Board appointed Michael J. Bender as Chief Executive Officer on November 23, 2025, effective that day, after he had served as interim CEO since May 1, 2025. The filing sets out his pay, including a $1,475,000 base salary and a long-term incentive target of no less than $9,500,000, which shareholders can review in the exhibits.
Appointment effective November 23, 2025; Bender had served as interim CEO since May 1, 2025
Annualized base salary of $1,475,000 with Annual Incentive Plan target of 175% of base salary
Annual long-term incentive target of no less than $9,500,000, with equity awards beginning spring 2026
Bender remains on the Board and its Finance Committee; Q3 earnings are due November 25, 2025
Kohl's reported second-quarter fiscal 2025 net sales down 5.1% to $3.3 billion, with comparable sales down 4.2%. GAAP diluted EPS was $1.35, helped by a $129 million gain on a credit card interchange fee lawsuit settlement, while adjusted diluted EPS was $0.56 versus $0.59 a year earlier. The company raised its full-year 2025 outlook, and its board reduced the annual cash dividend to $0.50 per share to give the company more balance sheet flexibility.
Net sales fell 5.1% to $3.3 billion; gross margin rose 28 basis points to 39.9%
GAAP diluted EPS of $1.35 versus $0.59 a year earlier; adjusted diluted EPS of $0.56 versus $0.59
Full-year 2025 adjusted diluted EPS guidance of $0.50 to $0.80; net sales expected to decline 5% to 6%
Quarterly dividend of $0.125 per share payable September 24, 2025; presentation says annual dividend reduced to $0.50 per share
Kohl's reported first-quarter fiscal 2025 results for the quarter ended May 3, 2025, with net sales down 4.1% and a net loss of $15 million, compared with $27 million a year earlier. The company affirmed its full-year 2025 outlook, while the presentation says the Board reduced the annual dividend to $0.50 per share and Michael Bender is serving as Interim CEO.
Net sales decreased 4.1% to $3.0 billion; comparable sales fell 3.9%.
Net loss was $15 million, or ($0.13) per diluted share, versus $27 million, or ($0.24) per share, a year earlier.
Full-year 2025 guidance was affirmed, including diluted EPS of $0.10 to $0.60.
Quarterly dividend of $0.125 per share is payable June 25, 2025, to holders of record on June 11, 2025.
Kohl's announced on May 13, 2025 the start of a private offering of about $360 million in senior secured notes due 2030, subject to market and other conditions. The notes are expected to be secured by 11 distribution centers and e-commerce fulfillment facilities held in a newly formed holding company, and proceeds would repay revolving credit borrowings, with the company expecting to borrow under that facility to repay its 4.25% notes due 2025 at maturity. For shareholders, the filing shows a shift of debt financing toward secured borrowing backed by company facilities, and the company states there is no assurance the offering will be completed.
Private offering of approximately $360 million aggregate principal amount of senior secured notes due 2030, announced May 13, 2025
Notes expected to be secured by 11 distribution centers and e-commerce fulfillment facilities in a newly formed holding company
Net proceeds to repay revolving credit borrowings; company expects to borrow under the revolver to repay 4.25% notes due 2025 at maturity
On May 9, 2025, Kohl's and Wells Fargo Bank, National Association, as agent, amended the revolving credit agreement to permit the notes
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