Kohl's Corporation (KSS) SEC Filings & Earnings Calls

Tariff and trade policy uncertainty

“Changes in global trade policies, tariff imposition, and tariff recoveries could increase our costs, distort gross margin comparability, and disrupt our supply chain.” · word for word

Consumer demand weakness

“Comparable sales decreased 0.9% in the second quarter of 2026 and 1.0% year to date 2026.” · word for word

Debt and interest rate risk

“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.” · word for word

Departure of key merchandising officer may disrupt ongoing strategy execution.

“Nick Jones has been serving as Kohl's Chief Merchandising Officer since 2023.”

Consumer demand remains weak with comparable sales declining 0.9%.

“comparable sales decreased 0.9%” · word for word

Tariff refunds provided a one-time benefit to gross margin; sustainability uncertain.

“Tariff refunds of approximately $150 million were received in the quarter of which approximately $100 million flowed through gross margin.” · word for word

Departure of CMO may disrupt marketing strategy temporarily

“Christie Raymond's position as Chief Marketing Officer eliminated”

No material risks identified; routine board refreshment.

“Retirement due to personal reasons, not disagreement.”

No material risk signals.

Leadership change may introduce uncertainty, but no details provided.

“Offer letter and compensation agreements filed”

Tariff cost and refund uncertainty

“The Company paid approximately $190 million in IEEPA tariffs during this period. We submitted claims seeking approximately $140 million of refunds of previously paid IEEPA tariffs as part of the Phase 1 CAPE tariff refunds.” · word for word

Consumer demand weakness

“Net sales decreased 1.7%, to $3.0 billion, with comparable sales down 1.1%.” · word for word

High leverage and debt cost

“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.” · word for word

Continued sales decline and negative comparable sales, though improving trend.

“Net sales decreased 1.7% and comparable sales decreased 1.1%” · word for word

Potential dilution from increased share authorization for compensation awards.

“increase the number of shares of Kohl’s common stock authorized for issuance under the Plan by 5,200,000 shares” · word for word

Low say-on-pay support signals governance risk

“At our 2025 Annual Meeting, approximately 55% of votes cast supported our say-on-pay proposal. This level of support was lower than the historical average of over 90% received over the past decade.” · word for word

CEO transition and termination for cause of former CEO

“On April 30, 2025, the Board of Directors terminated Mr. Buchanan’s employment, and based on the findings of an investigation overseen by the Audit Committee, the Board determined that Mr. Buchanan’s conduct constituted 'Cause' as defined under the Executive Compensation Agreement.” · word for word

Macroeconomic headwinds pressuring consumer demand

“the Annual Operating Plan reflected an expectation of lower sales and a reduced operating margin relative to Fiscal 2024 due to, among other factors, macroeconomic realities, such as tariff impacts and inflationary pressures impacting our customers” · word for word

Tariff cost pressure on gross margin

“Recent or potential impositions of new or increased tariffs on imported products... could increase our merchandise costs and have a material adverse effect on our business, results of operations, and liquidity.” · word for word

Consumer demand weakness from core moderate-income customer

“Our core moderate-income customer is especially sensitive to these factors. When the cost of basic necessities, such as food, fuel, and healthcare, increases, these customers often reduce their discretionary spending, which may negatively impact our results of operations.” · word for word

Credit rating downgrade increasing borrowing costs

“During 2024, S&P downgraded our senior unsecured credit rating from BB to BB- and Moody's downgraded our rating from Ba3 to B1. These downgrades have caused our cost of borrowing to increase. During 2025, Moody's further downgraded our senior unsecured credit rating from B1 to B3;” · word for word

Inventory shrinkage from organized retail crime

“we have observed an increase in external theft incidents and organized retail crime. Higher rates of inventory shrinkage or increased security or other costs to combat inventory shrinkage could adversely affect our results of operations and financial condition.” · word for word

Continued sales decline; macroeconomic headwinds including tariffs.

“Q4 comparable sales -2.8%; FY comparable sales -3.1%; forward-looking statements mention tariffs.”

Departure of senior store operations executive may impact store performance.

“No successor named; retirement effective April 3, 2026.”

Credit rating downgrade risk

“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.” · word for word

High leverage risk

“Total debt (including finance leases and financing obligations) is substantial, with $1.5B in long-term debt and $2.4B in finance leases.”

Tariff risk

“During 2025, the U.S. government announced additional tariffs on a broad range of imports, including certain consumer goods.” · word for word

Uncertain macroeconomic environment continues to pressure consumer spending.

“Uncertain macroeconomic environment.” · word for word

Tariff risks mentioned in forward-looking statements.

“Impact of macroeconomic events and our response to such events, including tariffs.” · word for word

CEO transition risk

“Interim CEO made permanent, significant compensation package”