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  4. [Form 4] J.Jill, Inc. Insider Trading Activity

J.Jill, Inc. (NYSE: JILL) credits dividend RSUs and grants new PSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MARTINEZ MARIA D. reported acquisition or exercise transactions in this Form 4 filing.

J.Jill, Inc. reported equity compensation-related changes for officer Maria D. MartinezJuly 8, 2026, she was credited with 178.7 additional stock-based units tied to a $0.09 per-share cash dividend, representing 169.08 restricted stock units and 9.62 performance stock units earned under an Adjusted EBITDA threshold. She also received a grant of 59.61 performance stock units that are eligible to vest based on absolute total shareholder return compound annual growth rate goals. After these transactions, she directly holds 45,638.93 shares of common stock and 9,697.53 performance stock units.

Positive

  • None.

Negative

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Insights

Comp-related stock unit credits and a small new PSU grant; no open-market trading.

Officer Maria D. Martinez received $0.09-linked dividend equivalents as 178.7 additional stock units on July 8, 2026, tied to existing restricted stock units. This includes 169.08 RSUs and 9.62 performance stock units earned after J.Jill met a predetermined Adjusted EBITDA threshold.

She was also granted 59.61 performance stock units that may vest based on absolute total shareholder return compound annual growth rate goals, with each unit representing a contingent right to one share. These are standard, non-cash compensation events with no open-market buying or selling, and she retains 45,638.93 common shares and 9,697.53 performance stock units following the transactions.

Insider MARTINEZ MARIA D.
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Units 59.61 $0.00 --
Other Common Stock 178.7 $0.00 --
Holdings After Transaction: Performance Stock Units — 9,697.53 shares (Direct, null); Common Stock — 45,638.93 shares (Direct, null)
Footnotes (1)
  1. On July 8, 2026, J.Jill, Inc. paid a cash dividend of $0.09 per share on each share of its outstanding common stock, par value $0.01 per share ("Common Stock"). The dividend was payable to all holders of Common Stock on the record date, June 24, 2026. Pursuant to the terms of the agreements governing the outstanding restricted stock units held by the filer, the filer received certain additional restricted stock units as a result of this cash dividend. These additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate. This represents 169.08 restricted stock units and 9.62 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. This represents Ms. Martinez's performance stock units that will be eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals ("TSR PSUs") and settlement as the underlying performance stock units to which they relate. Each TSR PSU represents the contingent right to receive, upon vesting, one share of Common Stock and the number of TSR PSUs reported represents the maximum possible number of shares of Common Stock that are eligible for vesting.
Cash dividend per share $0.09 per share Cash dividend paid on each share of outstanding common stock on July 8, 2026
Dividend-related stock units 178.7 units Additional restricted and performance stock units credited to Martinez from the $0.09 dividend
Restricted stock units from dividend 169.08 units Portion of dividend-related credit representing restricted stock units
Performance stock units from dividend 9.62 units Portion of dividend-related credit representing performance stock units earned on Adjusted EBITDA
New TSR performance stock units granted 59.61 units Performance stock units eligible to vest based on absolute TSR CAGR goals
Common shares after transaction 45,638.93 shares Directly held J.Jill common stock by Martinez following reported transactions
Performance stock units after transaction 9,697.53 units Total performance stock units held by Martinez after the new grant
restricted stock units financial
"Pursuant to the terms of the agreements governing the outstanding restricted stock units held by the filer"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"This represents 169.08 restricted stock units and 9.62 shares of performance stock units earned"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Adjusted EBITDA financial
"performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
absolute total shareholder return compound annual growth rate goals financial
"eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals"
TSR PSUs financial
"goals ("TSR PSUs") and settlement as the underlying performance stock units to which they relate"
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did JILL officer Maria D. Martinez report in this Form 4?
Maria D. Martinez reported dividend-related stock unit credits totaling 178.7 units and a grant of 59.61 performance stock units on July 8, 2026, with no open-market share purchases or sales disclosed.

How many additional stock units did Maria D. Martinez receive from JILL’s July 2026 dividend?
She received 178.7 additional stock-based units tied to a $0.09 per share cash dividend, consisting of 169.08 restricted stock units and 9.62 performance stock units credited under existing award agreements.

What new performance stock units did Maria D. Martinez receive at JILL?
She received a grant of 59.61 performance stock units that may vest based on absolute total shareholder return compound annual growth rate goals, with each unit representing a contingent right to one share of common stock upon vesting.

What are Maria D. Martinez’s JILL holdings after these Form 4 transactions?
After the reported transactions, she directly holds 45,638.93 shares of J.Jill common stock and 9,697.53 performance stock units, reflecting updates from dividend-equivalent credits and a small new PSU grant.

Did the JILL Form 4 show any open-market buying or selling by Maria D. Martinez?
No. The Form 4 shows no open-market purchases or sales. It reports stock unit credits from a cash dividend and a grant of performance stock units as part of her equity compensation.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MARTINEZ MARIA D.
(Last)(First)(Middle)
C/O J.JILL, INC.
4 BATTERYMARCH PARK
(Street)
QUINCY MASSACHUSETTS 02169
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [ JILL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/08/2026J(1)178.7(1)(2)A$045,638.93D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(3)07/08/2026A59.61(1) (3) (3)Common Stock59.61$09,697.53D
Explanation of Responses:
1. On July 8, 2026, J.Jill, Inc. paid a cash dividend of $0.09 per share on each share of its outstanding common stock, par value $0.01 per share ("Common Stock"). The dividend was payable to all holders of Common Stock on the record date, June 24, 2026. Pursuant to the terms of the agreements governing the outstanding restricted stock units held by the filer, the filer received certain additional restricted stock units as a result of this cash dividend. These additional units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate.
2. This represents 169.08 restricted stock units and 9.62 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.
3. This represents Ms. Martinez's performance stock units that will be eligible for vesting based on achievement of absolute total shareholder return compound annual growth rate goals ("TSR PSUs") and settlement as the underlying performance stock units to which they relate. Each TSR PSU represents the contingent right to receive, upon vesting, one share of Common Stock and the number of TSR PSUs reported represents the maximum possible number of shares of Common Stock that are eligible for vesting.
Remarks:
SVP, Chief Human Resources Officer
/s/ Kathleen Stevens, Attorney-in-Fact07/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR