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

Rhea-AI Filing Summary

Form 4 highlights: J.Jill, Inc. (JILL) reported an automatic, non-open-market increase in equity holdings for insider Maria D. Martinez, SVP & Chief Human Resources Officer, dated 07/09/2025.

• Common stock: 192.07 additional shares acquired under transaction code J (exempt), raising direct ownership to 40,154.21 shares.
• Derivative securities: 27.33 Performance Stock Units (PSUs) credited, bringing total PSUs to 4,412.99.
• The adjustments stem from a $0.08 per-share cash dividend paid on 07/09/2025. Dividend-equivalent provisions in Martinez’s restricted stock unit (RSU) and PSU agreements generated the incremental units.
• No shares were sold and no cash changed hands; price recorded as $0.00.

The filing is routine, reflecting standard dividend-equivalent adjustments rather than discretionary insider buying or selling. There is no immediate material impact on JILL’s share count, insider sentiment, or corporate strategy.

Insights

Corporate Governance Analyst

TL;DR – Routine, dividend-driven unit adjustment; neutral impact.

The code J acquisition simply reflects contractual dividend equivalents awarded to Ms. Martinez’s outstanding RSUs and PSUs after JILL’s $0.08 dividend. Such adjustments neither signal insider conviction nor alter the company’s capital structure in a meaningful way. Beneficial ownership increases by fewer than 200 shares—immaterial against JILL’s public float. Investors should view the filing as compliance-oriented, with no read-through to earnings outlook or governance risk.

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
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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^*

MARTINEZ MARIA D.

(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)
07/09/2025

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	07/09/2025		J(1)		192.07(1)(2)	A	$0	40,154.21	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)	07/09/2025		A		27.33(1)		(3)	(3)	Common Stock	27.33	$0	4,412.99	D

Explanation of Responses:

1. On July 9, 2025, 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, June 25, 2025. Pursuant to the terms of the agreements governing the outstanding restricted stock units and performance stock units held by the filer, the filer received certain additional restricted stock units and performance 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 or performance stock units to which they relate.

2. This represents 188.23 restricted stock units and 3.84 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-Fact	07/11/2025
	** 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.
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FAQ

Why did JILL executive Maria D. Martinez receive additional shares on 07/09/2025?

The company paid a $0.08 dividend; her RSU and PSU agreements grant dividend-equivalent units, resulting in 192.07 new common shares and 27.33 PSUs.

Did the Form 4 show any open-market buying or selling by the insider?

No. Transaction code J indicates an exempt, non-market acquisition tied to the dividend; no shares were sold and no cash was paid.

How many JILL shares does Maria D. Martinez now own directly?

After the adjustment, she holds 40,154.21 shares of J.Jill common stock.

What is the total number of performance stock units Martinez holds after this filing?

Her ownership increased to 4,412.99 PSUs following the 27.33-unit credit.

Does this insider transaction materially affect J.Jill’s share count or outlook?

No. The increase is de minimis relative to total shares outstanding and conveys no strategic signal about the company’s outlook.