J.Jill (JILL) director Jyothi Rao adds dividend-linked RSU shares

Rhea-AI Filing Summary

J.Jill, Inc. director Jyothi Rao reported a small increase in equity holdings through a Form 4 filing. On January 7, 2026, Rao acquired 28.53 shares of J.Jill common stock (transaction code J) at a reported price of $0.00 per share, bringing total beneficial ownership to 20,014.9 shares, held directly.

According to the footnote, on that date J.Jill paid a cash dividend of $0.08 per share on its outstanding common stock to holders of record on December 24, 2025. Under the agreements governing Rao’s outstanding restricted stock units, this dividend resulted in the grant of additional dividend-equivalent restricted stock units, which are subject to the same vesting and settlement conditions as the original awards.

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

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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^*

Rao Jyothi

(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)

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

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)		28.53(1)	A	$0	20,014.9	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

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.

	/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).
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FAQ

What did the JILL Form 4 filed by Jyothi Rao report?

The filing reports that director Jyothi Rao acquired 28.53 shares of J.Jill, Inc. common stock on January 7, 2026, coded as transaction type J, with no cash price paid and total beneficial ownership after the transaction of 20,014.9 shares, held directly.

How many J.Jill (JILL) shares does Jyothi Rao own after this Form 4 transaction?

After the reported transaction, Jyothi Rao beneficially owns 20,014.9 shares of J.Jill common stock, according to the Form 4.

Why did Jyothi Rao receive 28.53 additional J.Jill shares at no cost?

The footnote explains that J.Jill paid a $0.08 per share cash dividend on its common stock on January 7, 2026. Under the agreements governing Rao’s outstanding restricted stock units, the dividend resulted in additional dividend-equivalent restricted stock units, which produced the 28.53-share increase at a reported price of $0.00.

What dividend did J.Jill (JILL) pay that led to this Form 4 entry?

On January 7, 2026, J.Jill, Inc. paid a cash dividend of $0.08 per share on each share of its outstanding common stock to holders of record on December 24, 2025, as described in the Form 4 footnote.

What is the nature of the additional equity reported for Jyothi Rao in the JILL Form 4?

The additional equity consists of dividend-equivalent restricted stock units tied to J.Jill common stock. The filing states these additional units are subject to the same vesting and settlement conditions as the underlying restricted stock units already held by Rao.

What is Jyothi Rao’s relationship to J.Jill, Inc.?

The Form 4 indicates that Jyothi Rao is a director of J.Jill, Inc. and is not listed as an officer or 10% owner in the filing.