---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-109074"
form_type: "8-K"
ticker: "KSS"
cik: "0000885639"
company_name: "KOHLS Corp"
filed_at: "2025-05-01T23:59:59+00:00"
generated_at: "2026-05-23T01:37:12.442736+00:00"
event_type: "leadership"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Kohl's terminates CEO Buchanan for cause; interim CEO Bender appointed; preliminary Q1 EPS -$0.20 to -$0.24

## Summary
- CEO Ashley Buchanan terminated for cause after investigation found undisclosed conflict of interest with vendor; forfeits equity and must repay $2.5M signing incentive.
- Board appoints Michael Bender, current Board Chair, as Interim CEO; permanent CEO search to begin with leading search firm.
- Preliminary Q1 2025: comparable sales -4.3% to -4.0%; operating income $40-45M; diluted EPS -$0.24 to -$0.20.
- Buchanan's termination unrelated to financial performance or reporting; no other personnel involved.

## SEC filing metadata
- accession: 0001193125-25-109074
- form_type: 8-K
- ticker: KSS
- cik: 0000885639
- company_name: KOHLS Corp
- filed_at: 2025-05-01T23:59:59+00:00
- event_type: leadership
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/885639/000119312525109074/0001193125-25-109074-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/885639/000119312525109074/d925446d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-109074
- JSON: https://secwatch.observer/filing/0001193125-25-109074.json
- Plain text: https://secwatch.observer/filing/0001193125-25-109074.txt

## Key facts
- Executive change
  Michael J. Bender was appointed as Interim Chief Executive Officer at KOHLS Corp.
  - Action: appointed
  - Role: Interim Chief Executive Officer
  source text: On April 30, 2025, the Board appointed Michael J. Bender, Chair of the Board, as the Company’s Interim Chief Executive Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/885639/000119312525109074/0001193125-25-109074-index.htm
- Executive change
  J. Ashley Buchanan was terminated as Chief Executive Officer at KOHLS Corp.
  - Action: terminated
  - Role: Chief Executive Officer
  source text: On April 30, 2025, the Board of Directors (the “Board”) of the Company terminated J. Ashley Buchanan as the Company’s Chief Executive Officer for Cause (as defined in the Executive Compensation Agreement dated as of January 15, 2025 between Mr. Buchanan and Kohl’s, Inc. (the “ECA”)), effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/885639/000119312525109074/0001193125-25-109074-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.