Kohl’s Corporation Announces Pricing of Private Offering of $360 Million of Senior Secured Notes

Kohl’s Corporation (NYSE: KSS) (“Kohl’s”) announced today the pricing of its previously announced private offering (the “Offering”) of $360 million aggregate principal amount of 10.000% senior secured notes due 2030 (the “Notes”). The Notes will be guaranteed by Kohl’s subsidiaries. Certain guarantees will be secured by, among other collateral, 11 distribution centers and e-commerce fulfillment facilities, which will be held in a newly-formed holding company. The Offering is expected to close on May 30, 2025, subject to customary closing conditions.

Kohl’s intends to use the net proceeds from the sale of the Notes in a series of transactions resulting in the repayment of borrowings under its revolving credit facility. Kohl’s expects to borrow under its revolving credit facility to repay all of its 4.25% notes due 2025 at maturity.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Kohl’s offered and will issue the Notes only to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S. The Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with other applicable securities laws.

This press release shall not constitute an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell, or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The Offering was made only by, and pursuant to, the terms set forth in the related offering memorandum. The Offering was not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.