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Dividend boosts RSUs as J.Jill (NYSE: JILL) awards new TSR PSUs

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

Rhea-AI Filing Summary

O'Connor Courtney reported acquisition or exercise transactions in this Form 4 filing.

J.Jill, Inc. reported that executive Courtney O'Connor received additional equity tied to a recent cash dividend and performance goals. On April 28, 2026, the company paid a $0.09 per-share cash dividend to holders of common stock of record on April 14, 2026, and, under her restricted stock unit agreements, she received 183.5 additional restricted stock units connected to this dividend. These units carry the same vesting and settlement terms as the underlying awards and were earned based on achieving a predetermined Adjusted EBITDA threshold. O'Connor also received 35.94 performance stock units that are eligible to vest based on absolute total shareholder return compound annual growth rate goals, each representing a contingent right to one share of common stock, with the reported amount reflecting the maximum number eligible to vest. After these transactions, she directly holds 27,096.86 shares of common stock and 5,306.94 performance stock units.

Positive

  • None.

Negative

  • None.
Insider O'Connor Courtney
Role See Remarks
Type Security Shares Price Value
Grant/Award Performance Stock Units 35.94 $0.00 --
Other Common Stock 183.5 $0.00 --
Holdings After Transaction: Performance Stock Units — 5,306.94 shares (Direct, null); Common Stock — 27,096.86 shares (Direct, null)
Footnotes (1)
  1. On April 28, 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, April 14, 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 183.5 restricted stock units and 0 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold. This represents Ms. O'Connor'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 Paid on April 28, 2026 to holders of record April 14, 2026
Dividend-linked RSUs 183.5 restricted stock units Additional units from cash dividend and Adjusted EBITDA threshold
New performance stock units 35.94 performance stock units Eligible to vest based on absolute total shareholder return CAGR goals
Common shares held 27,096.86 shares Directly held by Courtney O'Connor after reported transactions
Performance stock units held 5,306.94 units Total performance stock units held after the grant
Restructuring shares 183.5 shares Shares involved in the J-code restructuring-related RSU entry
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
"security_title": "Performance Stock Units""
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
"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 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"
Form 4 Insider Transactions: What Each Field Means →
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*
O'Connor Courtney
(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)
04/28/2026		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 Stock04/28/2026J(1)183.5(1)(2)A$027,096.86D
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)04/28/2026A35.94(1) (3) (3)Common Stock35.94$05,306.94D
Explanation of Responses:
1. On April 28, 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, April 14, 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 183.5 restricted stock units and 0 shares of performance stock units earned based on J.Jill, Inc. achieving a predetermined Adjusted EBITDA threshold.
3. This represents Ms. O'Connor'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 Merchandising Officer
/s/ Kathleen Stevens, Attorney-in-Fact04/30/2026
** 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

FAQ

What insider equity transactions did JILL executive Courtney O'Connor report?

Courtney O'Connor reported receiving 183.5 additional restricted stock units and 35.94 performance stock units. The restricted units stem from a cash dividend and performance conditions, while the performance stock units depend on future total shareholder return goals and each may convert into one common share upon vesting.

How is J.Jill (JILL) tying Courtney O'Connor’s equity to performance metrics?

Her equity is linked to Adjusted EBITDA and total shareholder return. The 183.5 restricted stock units were earned after J.Jill achieved a predetermined Adjusted EBITDA threshold, while 35.94 performance stock units may vest only if absolute total shareholder return compound annual growth rate targets are met.

What did J.Jill (JILL) disclose about its recent dividend to common shareholders?

J.Jill paid a cash dividend of $0.09 per share on April 28, 2026, to holders of common stock of record on April 14, 2026. This dividend also triggered additional restricted stock units for Courtney O'Connor under the terms of her existing restricted stock unit agreements.

How many JILL common shares does Courtney O'Connor hold after the Form 4 transactions?

Following these transactions, Courtney O'Connor directly holds 27,096.86 shares of J.Jill common stock. She also holds 5,306.94 performance stock units, which represent contingent rights to receive common shares if specified performance-based vesting conditions are ultimately satisfied.

What are the terms of Courtney O'Connor’s TSR performance stock units at JILL?

Her TSR performance stock units vest based on absolute total shareholder return compound annual growth rate goals. Each unit represents a contingent right to receive one share of J.Jill common stock, and the 35.94 units reported reflect the maximum number of shares eligible to vest under those goals.