J.Jill (JILL) officer Elliot Staples receives stock and PSU awards after dividend and EBITDA goal

Rhea-AI Filing Summary

J.Jill, Inc. officer Elliot Staples reported additional equity awards tied to a cash dividend and performance goals. On January 7, 2026, the company paid a cash dividend of $0.08 per share on its common stock to holders of record on December 24, 2025, which resulted in Staples receiving 80.14 additional shares of common stock at $0 per share, bringing his directly held common stock to 21,739.16 shares.

He also acquired 47.5 performance stock units at no cost, increasing his directly held derivative awards to 13,570.02 units. The filing explains that 67.46 restricted stock units and 12.68 performance stock units were earned after J.Jill achieved a predetermined Adjusted EBITDA threshold. A portion of his awards are TSR PSUs, which may vest into an equivalent number of common shares if absolute total shareholder return growth targets are met.

SEC Form 4

FORM 4

UNITED 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^*

Staples Elliot

(Last) (First) (Middle)

C/O J.JILL, INC.

4 BATTERYMARCH PARK

(Street)

QUINCY MA 02169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
J.Jill, Inc. [ JILL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/07/2026		J(1)		80.14(1)(2)	A	$0	21,739.16	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	01/07/2026		A		47.5(1)		(3)	(3)	Common Stock	47.5	$0	13,570.02	D

Explanation of Responses:

1. On January 7, 2026, J.Jill, Inc. paid a cash dividend of $0.08 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, December 24, 2025. 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 67.46 restricted stock units and 12.68 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.

3. This represents Mr. Staples'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.

	/s/ Kathleen Stevens, attorney-in-fact	01/09/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider activity did J.Jill (JILL) report for Elliot Staples?

The filing shows that officer Elliot Staples received 80.14 shares of common stock and 47.5 performance stock units, both at $0 per share/unit, increasing his reported holdings in both categories.

Why did Elliot Staples receive additional J.Jill common shares at no cost?

On January 7, 2026, J.Jill paid a $0.08 per share cash dividend on its common stock. Under the agreements for his restricted stock units, Staples received additional units and related common shares at no cost to reflect this dividend.

How many J.Jill shares does Elliot Staples hold after these transactions?

After the reported transactions, Elliot Staples directly holds 21,739.16 shares of J.Jill common stock and 13,570.02 performance stock units, as disclosed in the filing.

What performance condition triggered additional awards for Elliot Staples at J.Jill (JILL)?

A filing footnote states that 67.46 restricted stock units and 12.68 performance stock units were earned after J.Jill achieved a predetermined Adjusted EBITDA threshold.

What are TSR PSUs mentioned in Elliot Stapless J.Jill equity awards?

TSR PSUs are performance stock units eligible for vesting based on absolute total shareholder return compound annual growth rate goals. Each TSR PSU can convert into one share of common stock upon vesting, and the number reported reflects the maximum shares that can vest.

Were the new J.Jill shares and units for Elliot Staples immediately vested?

The filing explains that the additional restricted stock units issued due to the dividend are subject to the same vesting and settlement conditions as the underlying restricted stock units to which they relate.